CONSULTANCY TERMS AND CONDITIONS
BETWEEN:
(1) You, a purchaser of consultancy services. (“the Company”); and
(2) Beacon Learning and Performance, of 1 Nether Beacon, Lichfield, WS13 7AT, United Kingdom]. (“the “Consultant”)
WHEREAS:
A. The Consultant is engaged in business as an independent consultant in relation to mental health training and related matters and is willing and able to provide its services to the Company for the period contemplated by this Agreement.
B. The Company wishes to engage the services of the consultant in consideration for the Fees.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
“Agreement” means these Terms and Conditions and the Schedule of Services;
"Commencement Date" means the commencement date agreed in the Schedule of Services;
“Confidential Information” means information in respect of an individual or company relating to its:
a) business methods, plans, systems, finances or projects;
b) trade secrets;
c) products or services;
d) provision of those products or services; or
e) suppliers, customers, or clients; to which it attaches confidentiality or in respect of which it holds an obligation to a third party;
“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom relating to data protection and privacy, including, but not limited to: the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018, being the General Data Protection Regulation ((EU) 2016/679) as it forms part of assimilated law in the United Kingdom); the Data Protection Act 2018; the Data (Use and Access) Act 2025; and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426); in each case as amended, re-enacted or replaced from time to time, together with any regulations made under them;
“Documents” includes, but is not limited to, inventions, improvements, promotions, formulae, designs, models, prototypes, programs, sketches, drawings, manuals, Source Codes and plans;
“Fees” means the amount to be paid by Company to Consultant in consideration of the Scheduled Services, in accordance with the Schedule hereto;
“Intellectual Property” means any patent, registered or unregistered trade mark or service mark, copyright, database right, registered design or mark, any application for any of the foregoing, any right in respect of technical or commercial information and any other form of protection in that respect;
“Locations” means the locations and premises as set out in the Schedule hereto;
“Scheduled Services” means the provision of the Services by the Consultant to the Company as set out in the Schedule hereto;
“Services”means the Scheduled Services and/or such other services as the Company may reasonably request in writing of the Consultant from time to time;
“Source Code” means the version of any computer software programs in human readable form;
"Working Day" means a day (not being a Sunday or public holiday, or a day on which the Consultant has advised the Company that he shall be on holiday);
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 "writing", and any cognate expression, includes a reference to any communication effected by email or other electronic means;
1.2.2 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;
1.2.3 "this Agreement” or to any other agreement or document referred to in this Agreement means this Agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and includes the Schedules;
1.2.4 Clauses and Schedules are references to Clauses and Schedules of and to this Agreement and references to Sub-Clauses and Paragraphs are, unless otherwise stated, references to Sub-Clauses or Paragraphs of the Clause or Schedule in which the reference appears.
1.3 In this Agreement:
1.3.1 all agreements on the part of any of the parties to the Agreement which comprise more than one person or entity shall be joint and several;
1.3.2 any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.3.3 any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;
1.3.4 words importing the singular number include the plural and vice versa; and
1.3.5 words importing any gender include any other gender.
1.4 The headings in this Agreement are for convenience only and shall not affect its interpretation.
2 Appointment of the Consultant and Duration
2.1 The Company appoints the Consultant to carry out the Services with effect from the Commencement Date until the termination date as agreed in the Schedule of Services or until this Agreement is terminated in accordance with Clause 7 below.
2.2 The Agreement may only be extended or renewed by the mutual agreement of authorised representatives of the parties in writing.
2.3 Any time for performance of the Scheduled Services shall be as specified in the Schedule hereto. If no time for provision of any Services is specified (whether or not they are Scheduled Services), the Consultant shall provide those Services within a reasonable time.
2.4 The Company shall use all reasonable endeavours to provide all pertinent information to the Consultant that is necessary for the Consultant’s provision of the Services.
3 Obligations of the Consultant
3.1 Throughout the period of this Agreement the Consultant shall:
3.1.1 perform the Services;
3.1.2 provide to the Company such written or oral advice or information regarding any of the Services as the Company may reasonably require;
3.1.3 carry out the Services with reasonable care, skill and diligence;
3.1.4 provide the Services to the best of its ability and in accordance with the best practice in its industry, profession or trade;
3.1.5 whenever possible and practicable, use its own equipment, materials and resources to carry out the Services;
3.1.6 make itself available, at reasonable times and upon reasonable notice, to the Company for the purposes of consultation and advice, attending such meetings with representatives of the Company and third parties as the Company may reasonably specify and, in connection therewith, making such visits (whether to the premises of the Company or elsewhere) as the parties shall agree from time to time; and
3.1.7 in the case of illness or accident of itself by it preventing the performance of the Services, notify the Company promptly of such illness or accident.
3.2 The Consultant undertakes to the Company that it will:
3.2.1 pay all tax and National Insurance contributions and make appropriate PAYE deductions in relation to payments made to it by the Company pursuant to this Agreement and the remuneration the Consultant pays any Assistant/s; and
3.2.2 indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of tax, National Insurance, PAYE or similar contributions or deductions relating to the Services
4 Fees and Expenses
4.1 During the period of this Agreement the Company shall pay to the Consultant:
4.1.1 the Fees as they fall due in accordance with the Schedule. The Fees are exclusive of any value added tax (“VAT”). Any VAT chargeable on the Fees shall be added to the Fees and payable together with the Fees. The Fees shall be invoiced by the Consultant, together with any VAT chargeable thereon, as prescribed in the Schedule, and if any VAT is so added to the Fees, the invoice must be a valid VAT invoice; and
4.1.2 such additional amounts (if any) as are from time to time to be agreed between the Consultant and the Company, having regard to any services rendered by the Consultant in addition to the Scheduled Services. These additional amounts shall fall due within a reasonable time to be agreed between the Consultant and the Company from time to time, and they are exclusive of any “VAT”. Any VAT chargeable on those amounts shall be added to those amounts and payable together with those amounts. Those amounts shall be invoiced by the Consulting Company, together with any VAT chargeable thereon, as agreed by the parties, and if any VAT is so added to any of those amounts, the invoice for it must be a valid VAT invoice..
4.2 The Company shall reimburse the Consultant all travelling, hotel and other out of pocket expenses wholly and reasonably incurred in the performance of its obligations hereunder. For that purpose the Consultant shall submit to the Company invoices, vouchers, receipts or other evidence of actual payment of such expenses as the Company may reasonably require, for any such expenses incurred by the Consultant within a reasonable time after they are incurred but no later than 30 days after it is incurred in respect of any particular expense. A valid and correct invoice for any expense shall be due and payable within 14 days after the date on which it is delivered by the Consultant to the Company.
4.3 If the Consultant is required to use their own car on any journey in the course of providing the Services, the Company shall pay to the Consultant mileage allowances in respect of such use at the Company's standard rate from time to time.
5 Late Payment
If the Company fails to make any payment due to the Consultant under Clause 4 by the date it falls due, without prejudice to any other right or remedy available to the Consultant, the Consultant shall be entitled to:
5.1 terminate this Agreement by giving written notice to the Company provided that the Company fails to make the due payment within 5 Working Days after receiving written notice from the Consultant giving full particulars of the payment due and requiring such payment to be made within 5 Working Days;
5.2 appropriate any payment made by the Company to such of the Services (or services supplied under any other agreement between the Company and the Consultant) as the Consultant may think fit (notwithstanding any purported apportionment by the Company); and
5.3 charge the Company interest (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above the Bank of England base rate from time to time until payment in full is made.
6 Intellectual Property
6.1 The parties agree that all Intellectual Property in all the Documents specifically produced by or on behalf of the Consultant in connection with or relating to this Agreement shall vest in and belong to the Consultant and/or those which the Consultant has a license to use in the delivery of services.
6.2 The Company shall at the request of the Consultant take all such steps and execute all such assignments and other documents as the Consultant may reasonably require to ensure that all the Intellectual Property vests in and belongs to the Consultant and for the registration or protection of the Consultant’s rights in Intellectual Property.
6.3 The Consultant warrants and represents that any Documents produced by or for the Consultant Company pursuant to this Agreement will not infringe rights in Intellectual Property owned by a third party.
7 Termination
7.1 The Company may terminate this Agreement with immediate effect by giving written notice to the Consultant if the Consultant:
7.1.1 commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 28 days’ of receiving written notice giving full particulars of the breach and requiring the same to be remedied;
7.1.2 becomes permanently incapable of providing the Services;
7.1.3 becomes bankrupt, has a bankruptcy order made against him, has a trustee in bankruptcy appointed over his assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Consultant; or
7.2 The Consultant may terminate this Agreement with immediate effect by giving written notice to the Company if the Company:
7.2.1 commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 28 days’ of receiving written notice giving full particulars of the breach and requiring the same to be remedied; or
7.2.2 goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Company.
7.3 For the purposes of Paragraphs 7.2.1 and 7.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.
7.4 The right to terminate this Agreement in accordance with this Clause 7 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.
8 Effects of Termination
Upon the termination of this Agreement for any reason:
8.1 any sum owing by either party to the other under any provisions of this Agreement shall become immediately payable;
8.2 the Consultant shall be entitled to 50% of the total Fee amounts payable on all dates in the period up to termination, as prescribed by Part C of the Schedule, but, notwithstanding Sub-Clause 7.5, it shall not be entitled to any further amount prescribed by Part C of the Schedule or any other payment or compensation whatsoever in respect of such termination;
8.3 each party shall forthwith cease to use, either directly or indirectly, any Confidential Information of the party, and shall forthwith destroy, delete or return to the other party any documents and other materials and copies of them in its possession or control (whether in hard copy or electronic form) which contain, record or comprise any Confidential Information of the other party;
8.4 any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
8.5 except in respect of accrued rights, neither party shall be under any further obligation to the other.
9 Liability, Indemnity and Insurance
9.1 The Consultant shall ensure that it has in place at all times suitable and valid insurance.
9.2 The Consultant’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the total value of the contract.
9.3 The Consultant shall not be liable for any loss or damage suffered by the Company that results from the Company’s failure to follow any instructions given by the Consultant.
9.4 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Consultant’s liability for death or personal injury.
9.5 The Company shall indemnify the Consultant against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Consultant) caused by the Client or its agents or employees.
9.6 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
10 Confidentiality
Each party to the Agreement at all times shall keep confidential, and take reasonable steps to procure that its employees and agents (including, in the case of the Consultant, its Assistants) shall keep confidential, and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of the other party’s Confidential Information.
11 Changes and Cancelation
11.1 The Company may cancel the Services at any time before the start of delivery on and subject to the following conditions:
11.2 For Services cancelled more than 30 days before the start of Service delivery, there will be a charge of 25% of the total fees.
11.3 For Services cancelled less than 30 days but more than 14 days before the start of the delivery of the Services, there will be a charge of 50% of the total fees.
11.4 For Services cancelled less than 7 days before the start of the Service delivery, the full Price will be payable (if it has not already been paid).
12 No Warranty
12.1 Whilst every reasonable endeavour has been made to ensure that all information provided the Consultant will be accurate and up to date, Consultant make no warranty or representation that this is the case. The Consultant make no guarantee of any specific results from the Service.
12.2 The Services are not intended to constitute advice and the content of Services should not be relied upon when making any decisions or taking any action of any kind.
12.3 Consultant makes no representation or warranty that the content of the Services is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
13 No Waiver
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14 Severance
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
15 Entire Agreement
15.1 This Agreement contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties.
15.2 Each party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement.
15.3 Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.
16 Force Majeure
No Party to the Agreement shall be liable for any failure or delay in performing their obligations 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 service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, pandemic or any other event that is beyond the control of the Party in question.
17 Non – Assignment
This Agreement is personal to the parties and neither party may assign, mortgage, charge (otherwise than by floating charge), or sub-license any of its rights hereunder.
18 Notices and Service
18.1 All notices to be given under this Agreement by either party to the other shall be in writing and shall either be delivered personally or sent by first class prepaid post or by email and shall be deemed duly served:
18.1.1 in the case of a notice delivered personally, at the time of delivery;
18.1.2 in the case of a notice sent by first class prepaid post, 2 business days after the date of dispatch; and
18.1.3 in the case of email, when it is sent and a return email receipt is generated.
18.2 All notices given under Sub-clause 18.1.1 or 18.1.2 shall be delivered in the case of the Company, to its registered office or in the case of the Consultant, to its above address or to such other address as may be notified to either party by the other party in writing from time to time].
18.3 All notices given under Sub-Clause 18.1.3 shall be addressed to the most recent email address notified to the other party.
19 Data Protection
The Consultant will only use the Company’s personal information as set out in the Consultant’s Privacy Policy available from https://www.beaconmentalhealth.co.uk/privacy-policy.
20 Data Processing
20.1 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 20 nor any other provisions of this Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
20.2 For the purposes of the Data Protection Legislation and for this Clause 20 and this Agreement, the Consultant is the “Data Processor” and the Company is the “Data Controller”.
20.3 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in Part F of the Schedule to this Agreement.
20.4 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in Part F of the Schedule to this Agreement.
20.5 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
20.5.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;
20.5.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in Part F of the Schedule to the Agreement;
20.5.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
20.5.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
20.5.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
20.5.4.2 Affected data subjects have enforceable rights and effective legal remedies;
20.5.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
20.5.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
20.5.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
20.5.6 Notify the Data Controller without undue delay of a personal data breach;
20.5.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
20.5.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 20 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
20.6 The Data Processor shall not sub-contract any of its obligations to a subcontractor with respect to the processing of personal data under this Clause 20 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a subcontractor, the Data Processor shall:
20.6.1 Enter into a written agreement with the subcontractor, which shall impose upon the subcontractor the same obligations as are imposed upon the Data Processor by this Clause 20 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
20.6.2 Ensure that the subcontractor complies fully with its obligations under that agreement and the Data Protection Legislation.
20.7 Either Party may, at any time, and on at least with 30 days’ notice, alter the data protection provisions of this Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.
21. Use of Assistants
21.1 In this Agreement, “Assistants” means any persons nominated and engaged on the Services by the Consultant (whose names, if any, is/are set out in Schedule 1 and/or any other persons, being persons with suitable skill and experience).
21.2 The Consultant in its complete discretion on one or more occasions may substitute any Assistants for itself or for any other Assistants engaged on the Services or may engage any additional Assistants, provided that any Assistants chosen by the Consultant have the requisite skills and experience to perform the Services.
21.3 The Consultant shall use all reasonable endeavours to avoid or minimise such changes or additions and to consult with the Company beforehand about any such proposed change in engagement of persons carrying out the Services. However the Consultant shall in any event provide such substitutes or additions where the provision of the Services is unduly delayed by absence due to incapacity or for any other reason upon notification by the Company (or the Company’s representative) that a delay is unacceptable or where it is otherwise necessary to provide such a substitute or addition.
21.4 The Company shall
21.4.1 only be entitled to refuse to accept any Assistants if in its reasonable opinion they are not suitable due to lack of skills, or experience; and
21.4.2 not in any circumstances make any payment to any Assistants.
22 Status of Consultant and Assistant/s
22.1 The Consultant warrants and represents to the Company that it shall at all times be an independent contractor of self-employed status.
22.2 Nothing in this Agreement shall render the Consultant or any Assistant/s an employee, agent or partner of the Company, and the Consultant and any Assistant/s shall not hold themselves out as such.
23 Nature of Engagement
23.1 The Consultant’s Services activities and working methods and those of any Assistants engaged by it on the Services shall at all times be exclusively for the Consultant to determine, supervise, direct and control. The Company shall not seek to supervise, direct or control the Consultant or any Assistants in the provision of the Services nor shall the Company have any right to do so.
23.2 Subject to the provisions of this Agreement, the Consultant shall at all times be exclusively responsible for organizing and entitled to organise where, when, how, and in what order the Services are performed by it and any Assistants but shall liaise with the Company to ensure that due account is taken of the Company’s requirements.
23.3 The engagement under this Agreement is mutually non-exclusive that is to say that at any time the Consultant and any Assistants can provide to other clients’ services which are the same as or similar to the Services and the Company can engage other contractors to provide it with services which are the same as or similar to the Services.
23.4 The Consultant is not obliged to make its services available except for the performance of its obligations under this Agreement. The engagement and appointment of the Consultant under this Agreement to provide Services does not create any mutual obligations on the part of the Consultant or the Company to offer or accept any further contract, engagement or services. No continuing relationship shall hereby be created or implied.
24 Applicable Law and Jurisdiction
24.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
24.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.