Terms and Conditions

Last updated: 17 September 2026
Supercede: 5 July 2024 - View Legacy Terms

Introduction

These Terms of Business govern business-to-business services supplied by BS Consult Ltd, trading as BS Consulting ("we", "us" or "our"), to the client identified in the Quote/Proposal ("you" or "the Client").

An agreement is formed when you accept our Quote/Proposal by signing it or accepting it through our secure proposal portal. The accepted Quote/Proposal, its selected options, the version of these Terms identified or supplied with it, and any separately agreed schedules together form the agreement.

Any agreed data-processing schedule takes precedence in relation to personal-data processing. Otherwise, if the Quote/Proposal conflicts with these Terms, the Quote/Proposal takes precedence. A later agreed written variation takes precedence over the provisions it expressly changes.

Definitions

  • Client: The business or individual acting for business purposes identified as the contracting client in the Quote/Proposal.
  • Quote/Proposal: Our proposal accepted by the Client, including its selected options and any subsequent agreed written variations.
  • Services: The consulting, mentoring, discovery, design, configuration, implementation, testing, training, documentation or handover services expressly included in the Quote/Proposal.
  • Fees: The recurring, project and other charges specified in the Quote/Proposal, exclusive of VAT and other applicable taxes unless expressly stated otherwise.
  • Recurring Services: Services supplied on an ongoing basis for a recurring fee.
  • Project Services: Services supplied against a defined scope or phase for a project fee.
  • Initial Term: The minimum commitment period for Recurring Services specified in the Quote/Proposal, beginning on the agreed service start date unless the Quote/Proposal states otherwise.
  • Notice Period: The notice required to end Recurring Services, as specified in the Quote/Proposal. The default is one full calendar month. It does not apply to Project Services unless expressly stated in the Quote/Proposal.

Business Information

  • Business Name: BS Consult Ltd. (registered in England and Wales 12932128)
  • Registered Office: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.
  • Contact Information: Telephone: +44 (0) 20 3404 0333, Email: hello@benspector.uk

Services

We provide business consulting, mentoring and system implementation services. The Quote/Proposal defines the intended outcomes, included work, assumptions, exclusions and responsibilities. Optional services and future phases are included only if expressly selected or subsequently agreed in writing.

We will perform the Services with reasonable care and skill. Business outcomes also depend on the Client's decisions, data, adoption and third-party systems; describing an intended outcome is not a guarantee of a particular commercial result.

Service Delivery

Services are normally delivered remotely through working sessions and work between sessions. The Quote/Proposal specifies the agreed cadence, availability, included hands-on work and the respective responsibilities of our team and the Client

For Recurring Services, roadmaps guide priorities and may be reordered as evidence and dependencies develop. They are not fixed project delivery commitments unless expressly stated. Recurring fees cover the agreed service arrangement and availability, not an unlimited support queue or unlimited implementation work.

Delivery dates are estimates unless the Quote/Proposal expressly makes them binding. Delivery depends on timely access, suitable licences, information, decisions and feedback. We will notify you of material blockers and agree any necessary rescheduling.

Scope Changes

Material changes to requirements, assumptions, volumes, systems or responsibilities may require a change to scope, fees or delivery dates. We will explain the effect and obtain written agreement from an authorised representative before carrying out chargeable additional work. Agreement by email is sufficient.

Corrections needed to make our work meet the agreed requirements are not additional scope. New functionality, changed preferences and additional workstreams are scope changes.

Client or third-party delays may require rescheduling. Any additional fees arising from those delays must be agreed in writing before the additional work is undertaken.

Payment Terms

  • Recurring payments: Unless the Quote/Proposal states otherwise, recurring fees are collected monthly in advance, on or around the first day of the month, by Direct Debit for UK clients or credit card for clients outside the UK. The Quote/Proposal specifies the service start date and any first-month adjustment.

  • Project payments: Deposits, instalments, payment methods and due dates are as specified in the Quote/Proposal. An instalment tied to a date is payable on that date; an instalment tied to a milestone is payable when that milestone is achieved.

  • Annual recurring fee adjustment: Recurring fees automatically increase each 1 January by the ONS-published all-items Consumer Prices Index (CPI) annual rate for October of the preceding year plus five percentage points, subject to a minimum increase of 5%. The increase is calculated on the recurring fees then in force and applies during the Initial Term as well as afterwards, unless the Quote/Proposal expressly states otherwise. It does not increase agreed fixed-price project fees. No separate contractual price-increase notice is required; any applicable payment-collection notice requirements still apply.

  • Card charges: Any card-processing charge must be disclosed in the Quote/Proposal, be permitted by applicable law and comply with any applicable limit on the charge. No charge will be applied to a payment for which surcharging is prohibited.

  • Late payments: Where applicable, we may charge statutory interest and debt-recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Where statutory interest does not apply, we may charge simple interest at an annual rate of eight percentage points above the Bank of England base rate, to the extent permitted by applicable law. Interest is calculated daily on the overdue amount and is not compounded.

  • Payment disputes: Please notify us promptly of a disputed invoice, preferably within ten days, identifying the amount and reason. Failure to do so within ten days does not by itself remove a valid right to dispute an invoice. Undisputed amounts remain payable on their due dates.


Client Responsibilities

You will nominate an internal owner and provide timely access, appropriate permissions and licences, accurate source information, relevant examples and decisions needed for the Services. You will make relevant stakeholders available and provide consolidated feedback and testing input within the periods agreed in the Quote/Proposal or delivery plan.

You remain responsible for internal business decisions, the lawfulness of the data and instructions you supply, and adoption and ongoing operation of your systems. We remain responsible for the work allocated to us under the agreement. Changes to live operations, external communications or go-live will follow the approval arrangements agreed for the engagement.

For scheduled recurring sessions, give at least 48 hours' notice if you need to reschedule. Rescheduling is subject to availability. Sessions missed or cancelled by you with less notice are treated as used. Unless otherwise agreed, unused recurring sessions do not carry forward into a later month. If we cancel a session, we will offer a replacement; it will not be treated as used or lost merely because the replacement falls in a later month.

Failure to provide necessary cooperation may delay delivery. Suspension or termination for a material breach is governed by the Termination section.

Project Testing, Acceptance and Handover

Project Services will be reviewed and tested against the requirements and any acceptance criteria agreed in the Quote/Proposal or an agreed written delivery plan. You will provide representative test scenarios and consolidated feedback within the agreed review period.

We will correct material failures of our work to meet the agreed requirements. A request for new functionality or a change to the agreed design is handled under Scope Changes. Minor issues that do not materially prevent the agreed use may be recorded for correction without delaying acceptance, where the parties agree.

Project completion and acceptance will be confirmed in writing against the agreed scope. Any phased acceptance arrangements will be specified in the Quote/Proposal or agreed delivery plan. Unless expressly agreed otherwise, silence or failure to provide feedback does not automatically constitute acceptance.

Training, written documentation, transition support and ongoing maintenance are included only to the extent specified in the Quote/Proposal. Optional support does not remove our obligation to address a breach of the agreed requirements or any remedy available under applicable law.

Confidentiality and Non-Disclosure

Each party will keep the other party's confidential business information confidential and use it only to perform or receive the Services. Disclosure is permitted to personnel, contractors and professional advisers who need it for that purpose and are bound by appropriate confidentiality obligations, or where disclosure is required by law.

This obligation does not cover information that is lawfully public, already lawfully held without a confidentiality restriction, independently developed, or lawfully received from another source without restriction.

These obligations continue for three years after the engagement ends. Trade secrets remain protected for as long as they remain trade secrets. Personal data remains subject to applicable data-protection law and any agreed data-processing terms. A separately agreed confidentiality agreement applies according to its terms.

Intellectual Property

Each party retains ownership of its pre-existing materials and intellectual property. You retain ownership of your business data and materials; providing access to them does not transfer ownership to us.

We retain ownership of our reusable methods, know-how, templates, tools and intellectual property created in delivering the Services, except where the Quote/Proposal expressly provides otherwise. Third-party software and materials remain subject to their applicable licence terms.

Once the fees due for the relevant deliverables have been paid, you receive a perpetual, non-exclusive, royalty-free licence to use, copy and modify our deliverables for your own business operations. You may allow your personnel and replacement service providers to use and modify them for that purpose, subject to appropriate confidentiality obligations. This licence continues after the engagement ends.

This licence does not permit resale of our reusable materials or their use to supply competing consulting services to third parties. It does not restrict your ordinary business activities or prevent another provider maintaining your systems.

 

Termination

Recurring Services

Recurring Services continue for the Initial Term and then on a monthly rolling basis unless the Quote/Proposal states otherwise. Either party may give written notice during the Initial Term for the Services to end no earlier than its expiry, provided the Notice Period has also been satisfied.

Unless the Quote/Proposal defines a different calculation, one full calendar month's notice runs from the first day of the calendar month following receipt of notice to the last day of that month. Ordinary termination takes effect on the later of the end of that Notice Period and the expiry of the Initial Term. For example, notice received on 15 March ordinarily ends the Services on 30 April, unless the Initial Term ends later.

You may instead end Recurring Services for convenience before the Initial Term expires by written notice specifying an earlier termination date, no earlier than receipt of that notice. All unpaid recurring fees for the balance of the Initial Term then become immediately payable. They are calculated at the recurring fee rate applying on the termination date, with credit for amounts already paid for the same period. No separate Notice Period charge is added to those remaining Initial Term fees.

After the Initial Term, recurring fees remain payable through the applicable Notice Period, even if you choose to stop using the Services sooner. Early termination by agreement may have a different payment arrangement if both parties confirm it in writing.

Project Services

Unless the Quote/Proposal specifies otherwise, you may cancel Project Services for convenience by written notice. Significant architecture, solution design, analysis and other intellectual property may be developed and delivered in the early stages of a project. Charges for work completed will reflect the nature and value of that work, rather than solely the time spent or the proportion of technical implementation completed.

We will determine those charges at our reasonable discretion, taking account of the agreed project price, work performed, deliverables provided and value of the design and intellectual property delivered. Charges for our Services will not exceed the agreed project fee, including agreed variations. You must also pay any agreed, unavoidable third-party commitments not already included in those charges. Amounts already paid will be credited against the assessed charges when calculating any additional balance due, with no double recovery.

Amounts already paid are non-refundable where you cancel for convenience. This does not restrict your rights or remedies arising from our breach of contract or under applicable law.

Material breach

Either party may terminate the affected Services by written notice if the other commits a material breach and, where it can be remedied, fails to remedy it within ten days after receiving written notice identifying the breach and requiring its correction. If a material breach cannot be remedied, termination may take effect immediately on written notice. Non-payment of an undisputed amount when due may constitute a material breach.

If we terminate Recurring Services because of your material breach during the Initial Term, the remaining Initial Term fees are payable on the same calculation basis as early termination for convenience. Where this occurs after the Initial Term, fees for the applicable Notice Period become payable, calculated as if ordinary termination notice had been received on the termination date. Amounts already paid for the same period are credited, and there is no double recovery.

Accelerated fees for early termination do not apply where you validly terminate because of our material breach or exercise another termination right under the agreement or applicable law. Amounts properly due for Services already supplied remain payable, subject to your rights and remedies.

Consequences

On termination, each party will stop the affected Services, account for sums properly due, and return the other party's property and confidential materials as appropriate. Personal data will be returned or deleted in accordance with the applicable data-processing terms and law. Any additional transition assistance requires separate agreement. Rights and obligations intended to continue, including accrued payment obligations, confidentiality, intellectual-property licences and liability provisions, survive termination.

Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein.

In any event, our total aggregate liability under or in connection with this agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to:

  • For recurring services, the total amount paid by the Client for the Services in the preceding three (3) months prior to the event giving rise to the liability.
  • For one-time services, the total amount paid by the Client for the Services under this agreement.

This limitation does not exclude or limit our liability for:

  • Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors;
  • Fraud or fraudulent misrepresentation;
  • Any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Dispute Resolution

The parties will first try to resolve a dispute through good-faith discussion. They may agree to mediation. Unless separately agreed in writing, mediation is not a prerequisite to court proceedings, and there is no obligation to submit a dispute to arbitration. Nothing prevents a party seeking urgent court relief or taking steps necessary to preserve a claim.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.

Amendments

We may update these Terms for future agreements. Each agreement remains governed by the version identified or supplied when its Quote/Proposal was accepted. Publishing a new version does not automatically amend an existing agreement.

Changes to an existing agreement require written agreement by authorised representatives of both parties, including by email. Applying an annual fee adjustment already agreed under the agreement is not an amendment and does not create a separate right to terminate.

Entire Agreement

The accepted Quote/Proposal, the applicable version of these Terms, any agreed schedules and subsequent agreed written variations constitute the entire agreement for the relevant Services and replace prior discussions and understandings about those Services. They do not replace a separate existing engagement unless expressly stated. Variations may be agreed in writing by authorised representatives, including by email. Nothing in this section excludes liability for fraud or any liability that cannot lawfully be excluded.

Severability

If any provision of these Terms is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms if such failure or delay is caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. The affected party must notify the other party promptly and provide an estimate of the expected duration of the force majeure event.

Service Level Agreements (SLAs) and Response Times

Unless the Quote/Proposal expressly states otherwise, response times are service targets rather than guaranteed deadlines. A response target is not a commitment to resolve an issue within that period. Business hours, support channels and availability are as specified in the Quote/Proposal. We do not provide an unlimited or round-the-clock technical support service unless expressly agreed.

Any expressly agreed binding service level takes precedence over these defaults. Service credits or other specific remedies apply only where agreed, without removing remedies available for breach of contract or under applicable law.

Independent Contractor

We are engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between us and the Client.

Non-Solicitation

During the term of this agreement and for a period of 12 months thereafter, the Client agrees not to solicit or hire, directly or indirectly, any employee or contractor of ours without prior written consent.

Insurance

We shall maintain adequate insurance coverage, including professional indemnity insurance, during the term of this Agreement to cover any potential liabilities arising from the Services provided.

Compliance with Laws

Both parties agree to comply with all applicable laws, regulations, and ordinances in connection with their performance under this Agreement.

Subcontracting

Any subcontractor with access to confidential information will be subject to appropriate confidentiality obligations. Where a subcontractor acts as a sub-processor of personal data, appointment and processing will also be subject to the applicable data-processing terms and required authorisations.

Notices

Contractual notices, including termination notices, must be in writing and sent to the email or postal address identified in the Quote/Proposal, or another address subsequently notified in writing. Notices to us may be sent to hello@benspector.uk unless the Quote/Proposal specifies another notice address.

An email notice is treated as received on the day it is sent if sent before 5 pm UK time on a Working Day and no delivery-failure notification is received; otherwise it is treated as received on the next Working Day. A Working Day means Monday to Friday excluding public holidays in England. A notice delivered by hand or tracked post is treated as received when delivered. An acknowledgement is helpful but is not required for an email notice to take effect under this clause.

This section does not govern service of court proceedings.

Waiver

The waiver by either party of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. The failure of either party to enforce any term of this Agreement shall not be deemed a waiver of such term or any other term.

Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of our assets.

Publicity

We will obtain your written permission before publishing your name, logo or a description of the engagement as client evidence or a case study. Any agreed use remains subject to the confidentiality obligations in the agreement.