Smarter Together Consulting – Standard Terms and Conditions
Last updated: February 2026
This privacy policy explains how Smarter Together Consulting Limited (“we”, “us”, “our”) collects, uses and protects your personal data.
1. Definitions and interpretation
1.1 In these Terms:
• “We”, “us” or “our” means Smarter Together Consulting Limited, company number 16808609, with registered address 4 Villiers Road, Kenilworth, CV8 2JB, United Kingdom.
• “You” or “Client” means the organisation or person purchasing the Services.
• “Services” means the business-to-business consultancy services described in a Statement of Work (“SOW”) agreed between us, and comprising consultancy-derived advice, information and materials.
• “Deliverables” means any reports, documents, templates, training materials or other outputs expressly identified as deliverables in an SOW.
• “Terms” means these Standard Terms and Conditions.
2. Scope of services
2.1 We will provide the Services with reasonable care and skill, in accordance with the Supply of
Goods and Services Act 1982, the relevant SOW and good industry practice for consultancy services.
2.2 You will:
• Provide timely access to information, systems and personnel reasonably required for us to deliver the Services.
• Ensure that any information you provide is accurate and complete to the best of your knowledge.
• Comply with all applicable laws and regulations relevant to your business and the use of the Services.
3. Subcontracting and associates
3.1 We may use associate consultants or subcontractors to deliver some or all of the Services. We remain responsible to you for the acts and omissions of those persons as if they were our own.
3.2 We will ensure that any subcontractors are engaged under obligations of confidentiality and data protection consistent with this Agreement.
4. Fees, expenses and payment
4.1 Fees for the Services will be set out in the applicable SOW and may include but not be limited to:
• Fixed or set product fees; and/or
• Day rates or time-based fees.
4.2 Unless stated otherwise in the SOW, all fees are exclusive of VAT and other applicable taxes, which will be added where chargeable.
4.3 We will invoice in accordance with the SOW. You will pay each invoice in full within 30 days of the invoice date.
4.4 We may recharge reasonable out-of-pocket expenses (including but not limited to travel and accommodation) where agreed with you in advance. Such expenses will be itemised on our invoices.
4.5 If you fail to pay any amount by the due date, we may charge interest on the overdue sum at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), from the due date until payment is received in full.
4.6 Due to the nature of the Services, all sales are final and non-refundable once the Services or Deliverables have been delivered.
5. Changes to scope
5.1 If either of us wishes to change the scope, timing or nature of the Services, the parties to this Agreement will discuss the proposed change in good faith.
5.2 Any agreed changes, including any impact on fees or timescales, will be documented in writing (which may be by email or an amended SOW) and will only take effect once both parties have agreed.
6. Term and termination
6.1 Each SOW will start on the date specified in that SOW and continue until the Services are completed or the SOW is terminated in accordance with this clause 6.
6.2 Either party may terminate an SOW for convenience by giving 30 days written notice to the other party.
6.3 Either party may terminate an SOW immediately by written notice if the other party:
• Commits a material breach of the agreement which is not remedied (if capable of remedy) within 30 days of written notice; or
• Becomes insolvent or is unable to pay its debts as they fall due.
6.4 On termination or expiry of an SOW for any reason:
• You will pay all fees for Services performed and Deliverables delivered up to the effective date of termination; and
• You will reimburse any non-cancellable commitments and expenses we have reasonably incurred under 4.4 of this Agreement in connection with the
SOW (for example, non-refundable travel).
6.5 Termination of an SOW will not affect any rights or obligations which have accrued up to the date of termination.
7. Intellectual property
7.1 All intellectual property rights in the Services and Deliverables remain our exclusive property. We retain all rights, title and interest in, inter alia:
• Our pre-existing materials, methods, tools, frameworks and know-how; and
• Any general knowledge, skills and experience developed or enhanced in the course of delivering the Services.
7.2 Subject to payment in full of all fees due under the relevant SOW, we grant you a non-exclusive, non-transferable, perpetual licence to use the Deliverables for your internal business purposes.
7.3 Where you adapt or modify the Deliverables, you will own those modifications and adaptations only, but our underlying intellectual property in the materials, methods, tools, frameworks and know-how remain ours.
7.4 You may not resell, reproduce, distribute, share, sub-licence or otherwise in any way commercially exploit the Deliverables for the benefit of yourself or third parties without our prior written consent (other than as reasonably necessary within your corporate group).
8. Confidentiality
8.1 Each party will treat as confidential and not disclose to any third party any non-public
confidential information obtained from the other party in connection with the Services, except:
• To its employees, associate consultants, , subcontractors, or professional advisers who need to know it and are bound by confidentiality obligations; or
• As required by law or a competent authority.
8.2 Confidentiality obligations will continue for five (5) years after the end of the relevant SOW,
except for trade secrets which will remain confidential for so long as they remain trade secrets.
9. Data protection
9.1 Each party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.9.2 We primarily act as an independent controller in respect of any personal data we receive within a B2B context in the course of providing the Services, as described in our Privacy Policy (available on request or via our website).
9.3 Where, in a particular engagement, we act as a processor of your personal data, the parties will agree appropriate data processing terms in writing.
10. Warranties and disclaimers
10.1 We warrant that we will provide the Services with reasonable care and skill.
10.2 Except as expressly stated in these Terms or an SOW, all warranties, conditions and other terms implied by statute or common law, liability for indirect, special, or consequential loss, liability for loss of profit, revenue, data, business interruption, or reputational damage. are excluded to the fullest extent permitted by law.
10.3 We strive for accuracy but do not warrant that the Pack is free from errors or omissions.
10.4. You are responsible for determining whether the Services are suitable for your organisation and for the decisions you make based on the Deliverables. The Services provide general guidance and should not be considered tailored legal, regulatory or technical advice. Our role is advisory; we do not accept responsibility for the implementation of recommendations unless expressly agreed in an SOW. We do not guarantee that the Services alone will achieve regulatory compliance. You should seek independent legal or regulatory advice where necessary.
11. Liability
11.1 Nothing in these Terms excludes or limits either party’s liability for:
• Death or personal injury caused by its negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability which cannot be excluded or limited under applicable law.
11.2 Subject to clause 11.1, our total aggregate liability to you, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise will be limited to the lower of:
• The total fees paid and payable by you to us under that SOW; or
• £10,000.
11.3 Subject to clause 11.1, we will not be liable for:
• Loss of profit, revenue, business or goodwill;
• Loss of anticipated savings;
• Business interruption
• Regulatory penalties, fines or enforcement actions arising from your use of, or reliance on, the Services.
• Your failure to implement appropriate internal controls or compliance processes• Your use of the Services without obtaining independent legal, regulatory or technical advice.
• Loss or corruption of data; or
• Any indirect or consequential loss or damage, in each case arising out of or in connection with the Services or the agreement.
11.4 You confirm that our professional indemnity insurance level (available upon request) is adequate in light of the cap agreed in clause 11.2.
12. Non-solicitation (optional)
12.1 During the term of any SOW and for 12 months afterwards, neither party will knowingly solicit for employment any key personnel directly involved in delivering the Services, without the other party’s prior written consent (this does not restrict general recruitment advertising).
13. Force majeure
13.1 We shall not be in breach of this agreement nor liable for delay or failure to perform obligations (other than payment obligations) if such delay or failure results from events, circumstances or causes beyond our reasonable control.
13.2 If such circumstances continue for more than 60 days, we may terminate the affected SOW on written notice.
14. Notices
14.1 Formal notices under this agreement must be in writing and sent to the addresses set out in the SOW or to such other address as notified in writing.
14.2 Notices may be delivered by hand, by recorded post or by email (with confirmation of sending), and will be deemed received as follows (subject to proof to the contrary):
• Hand: on delivery.
• Post: two Business Days after posting within the UK.
• Email: at the time of sending, if sent during normal business hours in the recipient’s location, otherwise at 9am the next Business Day.
15. Governing law and jurisdiction
15.1 These Terms and any dispute or claim arising out of or in connection with them or any SOW (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
15.2 The courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim.
16. Contact Information
For enquiries, please contact
• Legal name: Smarter Together Consulting Limited
• Company number: 16808609
• Address: 4 Villiers Road, Kenilworth, CV8 2JB, United Kingdom
• Email: admin@smartertogether.uk
17. Entire Agreement
17.1 These Terms, together with the SOW and any documents expressly incorporated by reference, constitute the entire Agreement between the parties in relation to the Services and supersede all prior discussions, correspondence, negotiations, understandings, proposals, marketing materials, descriptive matter, or representations of any kind, whether written or oral.
17.2 Each party acknowledges and agrees that, in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.
17.3 If there is a conflict between an SOW and these Terms, the SOW will take priority.