Introduction

1. These Terms of Business (“Agreement”) govern the provision of services by Gorford Professional Services, registered in England and Wales 16193025 (“we,” “us,” “our”) to the client (“you,” “your”). You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any purchase order (whichever happens earlier). These terms and conditions along with the quotation (the Contract) are the entire agreement between the parties.

2. Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all previous agreements or understandings, written or oral, regarding the subject matter hereof.

3. By engaging our services, you acknowledge that you have read and understood these Terms of Business and agree to abide by them. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These conditions apply to the contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

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Interpretation

4. A “business day” is considered 5 hours of work (Monday to Friday). This work can be completed at any time of day to achieve the agreed deadline for the task. By prior arrangement weekends and public holidays can be included at a separate overtime rate.

5. The headings in these terms and conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

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Scope of Services

7. We provide professional services in the following areas:

• Technical/Engineering

• Financial 

• Administration

8. The specific details of each service provided will be outlined in a quotation or similar document for each engagement.

9. We warrant that we will use reasonable care and skill in our performance of the services which will comply with the quotation. We can make any changes to the services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

10. We will use our reasonable endeavors to complete the performance of the services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

11. All of these terms and conditions apply to the supply of any goods as well as services unless we specify otherwise.

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Fees and Payment Terms 

12. All payments are to be made in British Pounds Sterling (GBP).

13. The fees for services will be outlined in the specific project agreement or invoice. Fees may be based on a day rate, fixed fees, or retainers, depending on the service type.

14. You must pay any agreed non-refundable deposit within 2 working days of the quotation being accepted. 

15. If you do not pay the deposit on time we can either withhold the services or terminate the contract.

16. Payment Terms: Payment is due within 7 days from the date of invoice, unless otherwise specified in the project agreement. Payments should be made via [bank transfer or PayPal].

17. Late Payment: Any payment not received by the due date will incur a late fee of Bank of England base rate +  5% per month on any outstanding balance.

18. Refunds for overpayments or service cancellations will be issued as specified in the project agreement or on a case-by-case basis, subject to the terms of the Agreement.

19. You must pay us for any additional services we provide that are not covered by the quotation. For example, an ad hoc additional day of work beyond the initial agreement. The additional work shall incur the same daily rate as any other covered in the quotation.

20.The fees are exclusive of any applicable VAT, other taxes or levies which are imposed or charged by any competent authority.

21. All payments due under these terms and conditions must be made in full without any deduction or withholding except as required by law. Neither party can assert any credit, set-off or counterclaim against the other in order to justify withholding payment.

22. If you do not pay within the agreed timescale we can suspend any further provision of the services and cancel future services that have been ordered by, or otherwise agreed with you. 

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Client Obligations and Responsibilities

23. You agree to:

• Provide accurate and complete information to enable us to provide the services.

• Grant access to any necessary permissions, licences, consents, systems, tools, personnel to carry out the work.

• Provide adequate training on your specific systems and processes as necessary to complete the work.

• Make timely decisions and provide feedback to ensure the completion of the services within the agreed timelines.

• Pay for services as outlined in the agreed-upon terms.

24. If you do not meet your obligations we can terminate the services.

25. We are not liable for any delay or failure to provide the services if this is caused by your failure to comply with your obligations.

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Cancellation, Duration and Termination

26. Agreement Term: This Agreement begins upon the acceptance of the terms by both parties and continues until terminated in writing by either party.

27. Termination by Client: You may terminate this Agreement at any time by providing written notice, subject to the payment of fees for work completed up to the termination date.

28. Termination by Us: We may terminate the Agreement if you fail to fulfill your payment obligations or otherwise breach the terms of this Agreement, after providing written notice and a reasonable opportunity to cure the breach.

29. If you enter a bankruptcy/insolvency/administration process any current/ongoing work will be paused until we are contacted by the appropriate authority (e.g. the administrator).

30. All quotations shall be valid for 14 days, unless otherwise stated.

31. Either party can cancel an order for any reason prior to your acceptance (placing the order) or rejection of the quotation.

 

Amendments

32. Any amendments to these Terms or the contract must be made in writing and signed by both parties. No oral representations or prior written material will have any effect unless specifically incorporated into this Agreement.

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Confidentiality, Data Protection, Privacy and Conflicts of Interest

33. We commit to maintaining the confidentiality of any proprietary or sensitive information disclosed by you during the course of providing services. This includes any trade secrets, business information, financial data, and personal information. Confidentiality obligations remain in effect even after the termination of this Agreement.

34. You shall be considered the “Data Controller” and we will be the “Data Processor” as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

35. We shall only process personal data to the extent reasonably required to enable the supply of our services. Personal data shall only be retained for as long as necessary to provide our services and shall not be shared with a third party without written consent.

36. Appropriate security measures shall be taken to protect personal data.

37. This section of the terms and conditions also acts as our Data Protection Policy. For enquiries or complaints regarding the above, please email us.

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Liability and Indemnity

38. Limitation of Liability: Our liability for any claims arising from the provision of services is limited to the total amount of fees paid for the specific service or project that gave rise to the claim.

39. You agree to indemnify us from any claims, damages, or losses arising from your use of our services, except in cases of unlawful negligence or misconduct by us.

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Ownership of Work Product and Intellectual Property

40. Upon full payment for services rendered, any intellectual property or deliverables created during the course of providing the services (such as reports, documents, or designs) may be transferred to you. However, we retain ownership of any underlying tools, methods, processes, document templates or proprietary materials used in delivering the services, unless otherwise agreed.

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Dispute Resolution and No Waiver

41. In the event of any dispute, both parties agree to first attempt to resolve the matter through informal negotiations. If the dispute cannot be resolved informally, the matter will be referred to mediation or binding arbitration, depending on the nature of the dispute. The venue for arbitration will be in Wakefield, UK.

42. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other right or remedy, nor stop further exercise of any right or remedy.

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Governing Law and Jurisdiction

43. This Agreement will be governed by and construed in accordance with the laws of England, without regard to its conflict of law principles. Disputes arising shall be subject to the exclusive jurisdiction of England.

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Circumstances Beyond a Party’s Control

44. Neither party will be held liable for failure to perform a service or delays caused by events outside of their reasonable control, including but not limited to acts of God, natural disasters, strikes, or government actions.

45. If the delay continues, after a period of 90 days either party can terminate the contract by notifying the other party in writing with a description of the root cause.

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Communications and Severance

46. All notices under these terms and conditions must be in writing and signed by, or on behalf of, the party giving notice. Delivery of the notice should be recorded/signed for post to our registered address.

47. Severability: If any part of this Agreement is found to be invalid or unenforceable, the remainder will continue in full force and effect.

48. Complaints and queries about these terms and conditions shall be sent via post or email and shall receive a response within 14 working days from receipt.

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Subcontracting and Assignment

49. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these terms and conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

50. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these terms and conditions.