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, 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.

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

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

- “Force Majeure Event”: Any event or circumstance beyond the reasonable control of a party, including (without limitation) acts of God, industrial disputes, epidemic or pandemic, or failure of utilities or suppliers.

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 upon Ravensdale Consultancy Ltd's written acceptance of the offer.

2.3 These Terms apply exclusively and override any terms proposed by the Client unless agreed in writing.

2.4 In the event of conflict between these Terms and any Proposal, these Terms shall prevail unless expressly agreed otherwise in writing by both parties.

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

3. Services

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

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

3.3 Changes to the Services must be agreed in writing.

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

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

3.6 Ravensdale provides Services on a professional best-efforts basis. While every care is taken in the planning and delivery of the Services, outcomes depend on a range of factors including client engagement and external circumstances. No guarantees are made regarding specific results, performance improvements or organisational outcomes.

3.7 The Client acknowledges that successful delivery is dependent upon timely cooperation, provision of accurate information, and access to personnel and systems as reasonably required by Ravensdale. Delays in such cooperation may extend delivery timeframes.

4. Client Responsibilities

4.1 The Client shall:

- Cooperate fully with Ravensdale and provide necessary access to personnel, premises, and information.

- Ensure accuracy of all information and approvals provided.

- Respond promptly to requests and feedback.

- Meet agreed timescales and commitments including venue, logistics, and data provision.

4.2 Delays or failure by the Client may result in additional Charges or delays in delivery.

4.3 The Client remains responsible for any decisions or actions taken following the delivery of the Services or advice provided by Ravensdale.

5. Charges and Payment

5.1 Charges are specified in the Proposal and exclude VAT unless stated otherwise.

5.2 Ravensdale may invoice:

- On completion,

- Monthly in arrears, or

- Upon delivery of agreed milestones.

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

5.4 Ravensdale reserves the right to suspend Services or terminate the Contract for non-payment.

5.5 If the Client cancels a scheduled engagement or event after confirmation, Ravensdale reserves the right to charge a cancellation fee based on the following scale:

- More than 20 Business Days’ notice: No charge.

- 11–20 Business Days’ notice: 25% of the agreed Charges.

- 6–10 Business Days’ notice: 50% of the agreed Charges.

- 3–5 Business Days’ notice: 75% of the agreed Charges.

- Less than 3 Business Days’ notice or non-attendance: 100% of the agreed Charges.

These fees reflect administrative time, preparation costs, and lost opportunity. Ravensdale may waive or reduce charges at its sole discretion in cases of genuine emergency or exceptional circumstances.

5.6 All payments shall be made in pounds sterling and free from any set-off, withholding or deduction.

6. Intellectual Property

6.1 The Client owns intellectual property in any materials they provide.

6.2 Where Deliverables are produced (e.g. reports), IP transfers to the Client upon full payment.

6.3 Ravensdale retains ownership of methods, frameworks, and tools developed independently.

6.4 Ravensdale may refer to the Client and the Project in future marketing materials, subject to confidentiality obligations.

6.5 The Client grants Ravensdale a non-exclusive, royalty-free licence to use its name and logo solely for reference purposes, subject to prior written approval.

7. Confidentiality

7.1 Each party agrees to treat all confidential information received from the other with the utmost care.

7.2 Neither party will disclose such information without prior written consent, except as required by law.

7.3 The obligations in this clause shall survive termination of the Contract.

8. Data Protection

8.1 Both parties will comply with Data Protection Legislation.

8.2 Where Ravensdale processes personal data on behalf of the Client, it acts as a data processor.

8.3 Ravensdale will:

- Process data only on documented instructions,

- Implement appropriate security measures,

- Notify the Client of any data breaches,

- Delete or return data upon termination unless legally required to retain it.

8.4 Each party shall cooperate with the other in responding to any requests from data subjects or regulatory authorities, and shall maintain appropriate technical and organisational measures to protect personal data.

9. Limitation of Liability

9.1 Nothing in these Terms limits liability for death, personal injury, fraud or other liabilities not legally excludable.

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

9.3 Total liability is limited to the amount paid under the Contract or £50,000, whichever is lower.

10. Termination

10.1 Either party may terminate with 30 days’ written notice or immediately for material breach.

10.2 On termination, the Client shall pay all outstanding fees for work completed or in progress.

10.3 Termination shall not affect any rights or obligations accrued prior to termination. Clauses relating to confidentiality, intellectual property, limitation of liability, non-solicitation and governing law shall survive termination.

11. Non-Solicitation

11.1 The Client agrees not to directly solicit, employ, or engage any associate, subcontractor, or key personnel of Ravensdale involved in the delivery of Services for a period of 12 months following the completion of the Contract without Ravensdale’s prior written consent.

12. General

12.1 Neither party shall be liable for any delay or failure in performing its obligations under the Contract due to a Force Majeure Event. The affected party shall notify the other as soon as reasonably practicable and the performance of obligations shall be suspended for the duration of the Force Majeure Event.

12.2 No variation to these Terms is valid unless in writing and signed by 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 or merger.

12.4 English law governs this Contract and disputes shall be subject to the exclusive jurisdiction of English courts.

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Contact: Ravensdale Consultancy Ltd

Email: Hello@ravensdaleconsultancy.uk

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These Terms and Conditions are effective as of October 2025.