Terms and Conditions

1. Interpretation

1.1 Definitions

"Business Day": A day other than a Saturday, Sunday or public holiday when banks in London are open for business.

"Charges": The fees payable by the Client for the provision of the Services, as detailed in the Proposal.

"Client": The person, company or organisation purchasing the Services from Ravensdale Consultancy Ltd.

"Contract": The agreement between Ravensdale Consultancy Ltd and the Client incorporating these Terms and the relevant Proposal.

"Data Protection Legislation": The UK GDPR, the Data Protection Act 2018 and any other applicable data protection laws.

"Deliverables": Any output of the Services provided to the Client, including reports, documents or other materials.

"Force Majeure Event": Any event or circumstance beyond the reasonable control of a party, including acts of God, industrial disputes, epidemic or pandemic, or failure of utilities or suppliers.

"Proposal": A written document from Ravensdale describing the Services, timescales, Charges and any special terms.

"Ravensdale": Ravensdale Consultancy Ltd.

"Services": The services to be provided by Ravensdale, as outlined in the Proposal.

"Terms": These Terms and Conditions for the Supply of Services.

2. Basis of Contract

2.1 A signed Proposal or written acceptance from the Client constitutes an offer to purchase the Services.

2.2 The Contract is formed when Ravensdale confirms acceptance of that offer in writing.

2.3 These Terms apply to the exclusion of any terms proposed by the Client unless Ravensdale agrees otherwise in writing.

2.4 If there is any conflict between these Terms and a Proposal, the Proposal will prevail in relation to the scope, Deliverables, Charges, invoicing arrangements, delivery arrangements, cancellation arrangements and any expressly stated special terms. These Terms will prevail in all other respects.

2.5 Each Contract constitutes the entire agreement between the parties and supersedes previous agreements or understandings relating to its subject matter.

3. Services

3.1 Ravensdale shall provide the Services described in the Proposal using reasonable care and skill.

3.2 Timeframes in the Proposal are indicative and are not guaranteed unless expressly agreed.

3.3 Changes to the Services must be agreed in writing.

3.4 Ravensdale may engage suitably qualified associates or subcontractors to deliver the Services.

3.5 If a named consultant is unavailable due to illness or another serious reason, Ravensdale will notify the Client and may offer a suitable substitute or alternative date.

3.6 Ravensdale provides the Services on a professional best-efforts basis. Outcomes depend on factors including Client engagement and external circumstances. Ravensdale does not guarantee specific results, performance improvements or organisational outcomes.

3.7 Successful delivery depends on timely cooperation, accurate information and access to people, systems or materials reasonably required by Ravensdale. Delays in such cooperation may extend delivery timeframes.

3.8 Unless expressly stated in the Proposal, the Services do not constitute legal, financial, clinical, regulatory or procurement advice. The Client remains responsible for obtaining any specialist advice it requires.

4. Client Responsibilities

4.1 The Client shall:

• Cooperate with Ravensdale and provide necessary access to people, premises, systems and information.
• Ensure that information and approvals provided are accurate and complete.
• Respond promptly to reasonable requests and feedback.
• Meet agreed timescales and commitments, including venue, logistics and data provision where relevant.
• Confirm that it has the rights, permissions and authority required to provide information, documents or personal data supplied to Ravensdale and to permit their use for the Services.

4.2 Delay or failure by the Client may result in additional Charges or delayed delivery. Ravensdale will discuss any material effect with the Client before incurring additional Charges.

4.3 The Client remains responsible for decisions or actions taken following the Services or any advice, observations or information provided by Ravensdale.

5. Charges and Payment

5.1 Charges are specified in the Proposal. VAT will be added only where legally applicable and will be stated on the invoice.

5.2 Ravensdale may invoice in accordance with the invoicing schedule stated in the Proposal. If the Proposal does not state an invoicing schedule, Ravensdale may invoice on completion of the Services.

5.3 Invoices must be paid within 30 days of issue unless the Proposal states otherwise. Late payments may incur interest at 4% above the Bank of England base rate.

5.4 Ravensdale may suspend the Services or terminate the Contract for non-payment after giving the Client reasonable written notice.

5.5 If the Client cancels a scheduled engagement or event after confirmation, Ravensdale may charge a cancellation fee based on the notice given and the Charges attributable to the cancelled engagement or event. If the Proposal does not identify a separate charge, the relevant Charges will be a reasonable proportion of the total Charges, taking account of scheduled delivery time, preparation completed, committed costs and lost opportunity. Any different cancellation arrangements expressly stated in the Proposal will apply.

• More than 20 Business Days' notice: no charge.
• 11 to 20 Business Days' notice: 25% of the relevant Charges.
• 6 to 10 Business Days' notice: 50% of the relevant Charges.
• 3 to 5 Business Days' notice: 75% of the relevant Charges.
• Less than 3 Business Days' notice or non-attendance: 100% of the relevant Charges.

These fees reflect administrative time, preparation, committed costs and lost opportunity. Ravensdale may waive or reduce a fee at its discretion in a genuine emergency or exceptional circumstance.

5.6 Payments shall be made in pounds sterling and without set-off, withholding or deduction, except where required by law.

6. Intellectual Property

6.1 The Client retains ownership of intellectual property in materials it provides.

6.2 Subject to full payment, the Client owns intellectual property created specifically for it in the Deliverables, excluding Ravensdale Materials.

6.3 Ravensdale retains ownership of methods, frameworks, templates, tools and materials developed independently of the Contract or used across its work, including any improvements to them (Ravensdale Materials).

6.4 Ravensdale grants the Client a non-exclusive, perpetual and royalty-free licence to use Ravensdale Materials incorporated into the Deliverables for the Client's internal purposes.

6.5 Ravensdale will not use the Client's name or logo in marketing or reference materials without the Client's prior written approval.

7. Confidentiality and Recording

7.1 Each party shall protect confidential information received from the other and use it only for purposes connected with the Contract.

7.2 Neither party shall disclose confidential information without prior written consent, except where disclosure is required by law or to a professional adviser who is subject to confidentiality obligations.

7.3 Neither party may record or transcribe a session or meeting without the prior written agreement of the other party and, where relevant, all participants. Ravensdale may propose recording or automated transcription solely to support accurate note-taking and the preparation of agreed session records.

7.4 Agreement to recording or transcription is optional and is not a condition of receiving the Services. A participant may decline or withdraw agreement at any time without affecting their participation. Ravensdale will use manual notes instead.

7.5 Before recording begins, Ravensdale will identify the purpose and relevant service provider and will confirm each participant's agreement. Access will be restricted to the person or people identified in advance. A recording or transcript will not be shared or used for another purpose unless separately agreed or required by law.

7.6 Ravensdale will delete any recording and automated transcript as soon as the agreed notes have been prepared and no later than 30 days after the session, unless a longer period is required by law. The agreed notes will be retained in accordance with the Privacy Policy.

7.7 The obligations in this clause survive termination of the Contract.

8. Data Protection

8.1 Each party shall comply with Data Protection Legislation in relation to personal data it processes in connection with the Contract.

8.2 Unless expressly agreed otherwise, each party acts as an independent controller for personal data it processes for its own purposes. Ravensdale's handling of personal data as a controller is described in its Privacy Policy at www.ravensdaleconsultancy.uk/privacy-policy/.

8.3 If Ravensdale is required to process personal data solely on the Client's documented instructions, the parties will agree any further data processing terms required by Data Protection Legislation before that processing begins.

8.4 Each party shall maintain appropriate technical and organisational measures to protect personal data and shall reasonably cooperate in responding to data subject requests, personal data breaches or regulatory enquiries relating to the Contract.

9. Limitation of Liability

9.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

9.2 Ravensdale shall not be liable for indirect or consequential loss, or for loss of profit, business, opportunity or data.

9.3 Subject to clause 9.1, Ravensdale's total liability arising from or in connection with the Contract is limited to the lower of £50,000 or the total Charges payable under the Contract.

10. Termination

10.1 Either party may terminate the Contract on 30 days' written notice, or immediately if the other party commits a material breach and, where the breach can be remedied, does not remedy it within 14 days of written notice.

10.2 On termination, the Client shall pay all outstanding Charges for work completed or in progress, together with any cancellation fee properly due under clause 5.5 or the Proposal.

10.3 Termination does not affect rights or obligations accrued before termination. Clauses relating to confidentiality, intellectual property, data protection, limitation of liability, non-solicitation and governing law survive termination.

11. Non-Solicitation

11.1 The Client shall not directly solicit, employ or engage any associate, subcontractor or key member of Ravensdale personnel involved in delivering the Services for 12 months after completion of the Contract without Ravensdale's prior written consent.

12. General

12.1 Neither party is liable for delay or failure caused by a Force Majeure Event. The affected party shall notify the other as soon as reasonably practicable and its affected obligations will be suspended for the duration of the event.

12.2 A variation is valid if it is set out in a Proposal accepted in writing or otherwise agreed in writing by authorised representatives of both parties.

12.3 Neither party may assign or transfer its rights or obligations under the Contract without the other's prior written consent, except that Ravensdale may assign or novate the Contract to a successor entity in connection with a reorganisation, sale or merger.

12.4 If any provision is found invalid or unenforceable, the remaining provisions will continue in effect.

12.5 English law governs the Contract and the courts of England and Wales have exclusive jurisdiction.

Contact: Ravensdale Consultancy Ltd

Email: hello@ravensdaleconsultancy.uk

These Terms and Conditions are effective from September 2026.