These Terms and Conditions apply to the provision of all Services by us, Farsight HR Consultancy Ltd, a company registered in England and Wales under number 06857908, of Artisans’ House, 7 Queensbridge, Northampton, Northamptonshire, NN4 7BF (“the Company”).

1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means you, the individual, firm or corporate body purchasing the Services. Where any individual enters into the Contract on behalf of a business, that person confirms they have the authority to contractually bind and enter into the Contract on behalf of that business and the business will be the Client in the context of the Contract;
“Contract” means the contract formed as detailed in clause 2, which will incorporate, and be subject to, these Terms and Conditions;
“Proposal” means the written proposal provided by us to you, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works; and
“Services” means the training, retained HR or one-off HR project services to be provided by us to you in accordance with the Proposal.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “we”, “us”, “our” is a reference to the Company and includes our employees and agents;
1.2.2 “you” and “your” is a reference to the Client and includes your employees and agents;
1.2.3 “writing” and “written” includes emails and similar transmissions;
1.2.4 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.5 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.6 a clause is a reference to a clause of these Terms and Conditions;
1.2.7 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation. Words imparting the singular number include the plural and vice versa. References to any gender include the other gender. References to persons include corporations.
1.4 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless agreed by us in writing.

2. The Contract
2.1 We will provide you with a written Proposal for our Services. The acceptance of our Proposal, the signing of our retainer agreement, electronically or otherwise, or the placement of an order, creates a legally binding Contract between you and us, and includes the acceptance of these Terms and Conditions, which will apply between us.
2.2 You are responsible for the accuracy of any information you submit to us and for ensuring that our Proposal reflects your requirements. Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to make adjustments to it.
2.3 You agree to provide us with any information, advice and assistance as we may reasonably require within sufficient time to enable us to perform the Services. However, any timescales we provide are a guideline only and are not of the essence of the Contract.

3. Retained HR Services
3.1 Where we have agreed to provide our Services on a retained basis, the Services will commence on the commencement date outlined in the Proposal and/or retainer agreement. The Contract will continue for a minimum term of 12 months, unless otherwise specified in the Proposal and/or retainer agreement, and thereafter will continue on a rolling 12-month basis, unless a written notice to terminate is given by either party in accordance with clause 10 below. We reserve the right to adjust our fees at the end of each 12-month period and will notify you of this in writing.
3.2 Our Services will be calculated based upon your entitlement to a set number of hours over the term of the Contract, as detailed in the Proposal and/or retainer agreement. We will maintain time records for hours spent on the Services and will send these to you on request. Any queries relating to time records must be made to us in writing, however, our decision will be final. Our time is calculated in minimum units of 15 minutes for all work done and will be rounded up to the nearest 15 minute interval.
3.3 If you fail to use all the hours for which we are contracted during the term, we will carry over a maximum of 5 hours to the next term, provided you renew the Contract for a further term of 12 months. If you fail to use all the hours for which we are contracted during the term and you terminate the Contract, the unused hours will be lost.
3.4 Should you require additional hours during the term, then all additional hours will be charged at the hourly rates outlined in the Proposal and/or retainer agreement.
3.5 Where we have agreed to provide unlimited telephone support, such support will be subject to a fair usage policy, whereby you will be entitled to a maximum of 5 hours of telephone support per month, calculated on an average basis over the term of the Contract.
3.6 Our standard response time is 24 working hours, though we will endeavour to respond more quickly to urgent queries where possible.
3.7 We will carry out our Services in accordance with the Proposal and/or retainer agreement, however, we will have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, to meet the changing needs of the Client or which do not materially affect the nature or quality of the Services, and we will notify you in any such event.
3.8 The rescheduling of retained HR sessions are subject to clause 7.1 below.

4. One-off HR Project Services
4.1 One-off project Services will be calculated based on a fixed number of hours, or for set works, as detailed in our Proposal.
4.2 Our payment terms for project Services are:
4.2.1 50% due upon acceptance of our Proposal. We will not commence the works until this deposit payment is received in full
4.2.2 50% due upon completion of the Services.
4.3 However, we reserve the right to issue our final invoice for the Services if completion is delayed through no fault of our own.
4.4 If our Proposal is for a fixed number of hours and you require more hours than originally quoted, this will be chargeable at our standard rate for such Services.
4.5 If your project includes contract drafting, we will provide you with the documents as agreed between us. If you require changes to the documents, this will be chargeable at our standard rates applicable at the time
4.6 One-off project Services are subject to the cancellation provisions in clause 9.

5. Training Services
5.1 Where we have agreed to provide training, this must be paid for in full no later than 7 days in advance of the relevant training session. Should payment not be received within this timeframe, we reserve the right to cancel the training session and charge for any costs incurred.
5.2 You are entitled to substitute delegates without penalty, provided we are advised of this a minimum of 7 days in advance of the relevant training session. Any increase or decrease in the number of delegates may result in additional costs being levied, or cancellation of the training session, which will be subject to the cancellation provisions in clause 9.3 below.
5.3 No training session may be cancelled or rescheduled without our agreement in writing and will be subject to clause 9.3 below.
5.4 You are required to provide us any information we may require within 2 weeks of the training date, so we can prepare the materials for the session.
5.5 You are responsible for the delegates at all times. However, should the behaviour of a delegate prove disruptive at any stage during the provision of the Services, at our sole discretion, we will be entitled to request the immediate removal of said delegate from the session.
5.6 Unless specifically stated to the contrary in our Proposal, you are required to provide a suitable venue and adequate facilities for the training session(s).

6. Fees and Payment
6.1 You agree to pay the fees in accordance with our Proposal.
6.2 Retained HR Services are payable monthly in advance, throughout the term of the Contract.
6.3 All invoices are payable in full, without set off, withholding or deduction, within 14 days from the date of invoice. All fees are exclusive of VAT, unless otherwise specified.
6.4 You also agree to pay for any additional services requested by you and provided by us that are not specified in the Contract. These additional Services will be charged in accordance with our current rate in effect at the time of the performance or such other rate as may be agreed.
6.5 We also reserve the right to charge you for our reasonable travelling time and travel expenses and for any materials, goods and services supplied by us in connection with the Services.
6.6 The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Consultations
7.1 Any consultations included in our Proposal will be carried out at a time agreed between us and the Client in advance. We require a minimum of 24 hours’ notice to cancel or rearrange an agreed consultation. If we do not receive the required notice, or if we are unable to gain access when a meeting has been agreed, we reserve the right to charge any costs incurred by us.
7.2 Our Proposal is based on being able to complete our Services in the agreed number of hours and/or visits over the period as detailed in the Proposal. If additional visits are required, these will be chargeable.

8. Variation and Amendments
8.1 If you wish to vary the Services to be provided, you must notify us as soon as possible. We will endeavour to make any required changes and any additional costs incurred as a result will be invoiced to you.
8.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
8.3 Any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with clause 6 above.

9. Cancellation or Rescheduling of One-off and Training Services
9.1 If our Proposal is for one-off project Services based on a fixed number of hours and you wish to cancel the Services, you will be required to pay for all the hours used as at the date of cancellation.
9.2 If our Proposal is for one-off project Services and includes contract drafting, you will not be entitled to cancel the Contract once you have accepted our Proposal. In the event of cancellation, you will be required to pay for the Services in full.
9.3 If our Proposal is for training, and you wish to cancel or reschedule the training date, we require a minimum of 7 days’ notice before the agreed training date. If we do not receive the required notice, you will be required to pay for the training in full or where you have already paid, no refund will be offered.
9.4 We also reserve the right to levy reasonable cancellation charges against you, including but not limited to, any administration costs, procurement costs and loss of profit, and these will fall due for payment immediately.
9.5 If, due to unforeseen circumstances, we have to reschedule or cancel the Services, we will contact you as soon as possible to minimise disruption and will rearrange the Services for as soon as reasonably possible. If we cancel any training session and it cannot be rescheduled, we will return all sums paid relating to that training session within 14 days.

10. Termination of Retained Services
10.1 We will be entitled to terminate the Contract for retained Services if:
10.1.1 You have failed to pay any sum due when required to do so and fail or refuse to do so following the expiry of a written notice from us requesting such payment within 7 days; or
10.1.2 We give you 3 months’ written notice whereby there will be no continuing liability by either Party; or
10.1.3 You demand services which do not form part of the Services and which are not covered by the Contract.
10.2 You will be entitled to terminate the Contract by giving us 3 months written notice of termination. In this event, any sums payable for the remainder of the term of the Contract must be paid to us at the same time as notice to terminate is given.
10.3 Either Party has the right to terminate the Contract immediately if the other:
10.3.1 has committed a material breach of the Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 30 days after a written notice to do so; or
10.3.2 ceases, or threatens to cease, to carry on business, goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation), becomes subject to an administration order (within the meaning of the Insolvency Act 1986), or a receiver is appointed in respect of the whole or any part of its assets.
10.4 In the event of termination, we will retain any sums already paid to us by the Client without prejudice to any other rights we may have, whether at law or otherwise, and all payments required under the Contract will become due and immediately payable.
10.5 With the exception of payment, any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract will survive termination under this clause 10 on a pro-rata basis.

11. Confidentiality: Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing.

12. No Employment: Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.

13. Assignment and Sub-Contracting
13.1 You may 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 this Contract.
13.2 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. We will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.

14. Documentation and Advice
14.1 All documentation we prepare will be based on the information provided to us at the time by you and will be accurate at the date of its preparation. We cannot be held liable for any delays, errors, discrepancies or any other adverse consequences where you have provided incorrect information, made changes to the documentation after we have issued it or have failed to provide information necessary for us to provide our professional advice.
14.2 We can provide advice and assistance regarding implementing the documentation we have provided, however, it is your responsibility to ensure these recommendations are implemented correctly and fully.
14.3 We will retain title to all documentation we prepare until all payments as detailed above have been paid in full.
14.4 We will issue the documentation in our standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges.

15. Literature and Representations: Any marketing literature of ours is presented in good faith as a guide to represent the services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.

16. Copyright
16.1 We reserve all copyright and any other rights (if any) which may subsist in the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
16.2 We will grant you a non-exclusive licence to use and copy any documents or materials provided by us as part of work wholly commissioned by you provided that distribution of any such copies is exclusively within your organisation. You agree not to use any such materials for training purposes without our consent. We will not be responsible for updating the content of any materials provided to you to take account of events or changes in the law that take place after such materials are provided to you. We will have no liability for advice given or documents prepared in relation to the Contract if they are used or relied upon in any other context.
16.3 You warrant that any document or instruction furnished or given by you will not cause us to infringe any letter patent, registered design or trade mark in the execution of our Services and will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any such claim for infringement which results from our use of your information.

17. Liability and Indemnity
17.1 It is both parties’ obligation to abide by current UK employment legislation. We will provide, to the best of our knowledge, advice, guidance and best practice within the realms of current UK employment legislation based on the information provided by you. It is your responsibility to make decisions based on this advice. However, where we have good reason to believe that our professional advice is not being followed, we will take reasonable steps to ensure that you are made aware of the potential adverse consequences which may result from overruling or neglecting our advice. We cannot be held liable for any consequences should our professional advice not be taken.
17.2 We will not be liable for any adverse consequences where you have withheld information necessary for us to provide professional advice.
17.3 It is imperative that we are kept informed of any changes within the business that may or may not have an effect on your HR requirements, legal or otherwise. Should this information not be forthcoming from you, or our requests for information not be responded to by you, we will have no liability whatsoever for any effects on your business’ HR requirements for which we have not been made aware or had no response to requests and have the right to terminate the Contract immediately without any financial or other liability to us whatsoever.
17.4 Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.
17.5 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the Services.
17.6 You will indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by you, your agents or employees.

18. Restrictive Covenants: Neither we nor the Client will during, the term of the Contract and for a period of 12 months from its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other. Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that, if taken together they are adjudged to go beyond what is reasonable in all the circumstances for our protection but would be judged reasonable if part or parts of the wording of them were deleted or its period reduced or an area defined, they shall apply with such words deleted or with such modifications as may be necessary to make it valid and effective.

19. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Company failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

20. No Waiver: No failure or delay by either Party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.

21. Severance: In the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions will be valid and enforceable.

22. Notices: Notices shall be deemed to have been duly received and properly served 24 hours after an email is sent, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

23. Third party rights: A person who is not a party to the Contract shall have no rights under or in connection with it.

24. Data Protection
24.1 Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 and any subsequent amendments to it.
24.2 If you provide us with the personal data of any other person, it is your responsibility to obtain the consent of those persons to pass their data to us, as a third party. We will only process, store and hold such data to perform our obligations under the Contract and will not use it for any other purpose.
24.3 For further information, please refer to our Data Protection Policy, available on request.

25. Complaints and Dispute Resolution
25.1 Any complaints must be made in writing to us within 28 days. We will endeavour to resolve all disputes amicably and professionally within 14 working days. Should the dispute take longer, we will notify you accordingly.
25.2 During the resolution process, you must give us the opportunity to investigate the complaint before corresponding with any other party, including discussions online or on social media sites. Breach of this clause 25.2 will include a breach of the terms applying to this process and as a result the resolution process will be put on hold. In these circumstances, we may place the Services on hold pending further action.

26. Law and Jurisdiction
26.1 These Terms & Conditions and the Contract (including any non-contractual matters and obligations arising from it or associated with it) shall be governed by and construed in accordance with the laws of England & Wales.
26.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising from it or associated with it) shall fall within the jurisdiction of the courts of England and Wales.