1. Services & Engagement
Scope of Work: The Consultant ("The Culture Practice") agrees to provide equality, diversity, and inclusion advisory, training, facilitation, or audit services as specified in the agreed Proposal or Statement of Work (SOW).
Client Cooperation: The Client agrees to provide timely access to necessary documentation, key personnel, and data required for the Consultant to deliver the Services effectively.
2. Fees & Payment Terms
Invoicing: Invoices will be issued according to the payment schedule set out in the Proposal or SOW.
Payment Period: All invoices are payable within 30 days of the invoice date unless otherwise agreed in writing.
Expenses: Expenses reasonably incurred during the project (e.g., travel, accommodation, third-party software licenses) will be recharged at cost with prior Client approval.
3. Intellectual Property Rights
Pre-Existing IP: The Consultant retains ownership of all pre-existing tools, training materials, audit frameworks, methodologies, and templates created prior to or outside of the engagement.
Client Deliverables: Upon full payment, the Client receives a non-exclusive, non-transferable license to use bespoke reports, strategy documents, and deliverables created specifically for their internal organisational use.
4. Data Protection & Confidentiality
Confidentiality: Both parties agree to keep all business, financial, and strategic information disclosed during the engagement strictly confidential.
Sensitive & Qualitative Data: The Consultant acknowledges that ED&I audits, focus groups, and surveys involve highly sensitive employee feedback. Data will be processed in strict compliance with the UK GDPR and Data Protection Act 2018.
Anonymity: Unless explicitly agreed otherwise, qualitative research data (such as interview transcripts or survey comments) will be anonymised to protect individual staff members.
Controller/Processor Status: Where the Consultant processes personal data on behalf of the Client (such as employee survey results or interview recordings), the Consultant acts as a Data Processor under UK GDPR, and processing shall be governed by an agreed Data Processing Addendum (DPA).
Whistleblowing & Statutory Disclosures: Nothing in these Terms shall prevent either party from disclosing confidential information where required by law, court order, or to report unlawful activity, discrimination, or severe regulatory breaches.
5. Training, Workshops & Cancellations
Rescheduling: Either party may reschedule booked training workshops or facilitation sessions up to 14 days before the event without penalty.
Late Cancellation: Cancellations or postponement requests made by the Client within 14 days of a scheduled delivery date may incur a fee of up to 50% of the session cost, or 100% if cancelled within 48 hours, to cover resource allocation.
6. Limitation of Liability & Advisory Disclaimer
Advisory Role: ED&I consultancy recommendations, policy reviews, and training are provided for strategic advisory purposes. The Consultant is not providing legal representation or statutory legal counsel.
Liability Cap: The Consultant’s total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Client under the relevant Statement of Work.
Exclusion of Consequential Loss: Neither party shall be liable to the other for any indirect, special, or consequential loss, including loss of profit, business interruption, or reputational damage arising out of the Services.
Reliance on Client Data: The Consultant relies on the accuracy and completeness of all data and documentation provided by the Client. The Consultant accepts no liability for decisions or outcomes based on inaccurate or incomplete Client-supplied information.
7. Termination
Notice: Either party may terminate an engagement by giving 30 days' written notice to the other party.
Outstanding Fees: Upon termination, the Client shall pay for all completed work and pro-rata services provided up to the date of termination.
8. Governing Law
These Terms & Conditions shall be governed by and construed in accordance with the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
9. Non-Solicitation
Non-Solicitation: The Client agrees not to directly solicit, employ, or engage any key personnel, associates, or sub-contractors engaged by the Consultant during the project term and for a period of 6 months following completion.