Please read these terms carefully. These terms tell you how we will provide our services to you, how we may change or end the booking, what to do if there is a problem and other important information.
1.1 Scope: This document defines the general terms that shall apply to all agreements, ad-hoc work, projects and retainer contracts involving Elysian Services Ltd. These clauses are incorporated into and form an integral part of our contract.
2.1 Elysian Services Ltd will conduct its business in accordance with the professional standards laid down by the Code of Professional Conduct of the Chartered Institute of Personnel and Development (CIPD).
3.1 Elysian Services Ltd will provide consulting services to the Client relating to Human Resources & Business-related work. The specific nature of the services to be provided by Elysian Services Ltd will be as specified in the Proposal document (“The Services”) and will form part of the Contract between Elysian Services Ltd and the Client along via these Terms and Conditions.
3.2 Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Elysian Services Ltd will make available to the Client all knowledge, information and expertise in its possession in performing the services. If the Client wishes Elysian Services Ltd to perform any services other than those specified in the Engagement letter and/or Proposal document (including without limitation to provide any additional functionality) or to provide further or other products and / or services, then Elysian Services Ltd shall be entitled to quote the Client separately for the provision of those services or products required and upon acceptance, the terms of this agreement will also apply to those additional services and products.
3.3 Unless otherwise agreed in writing by both parties, the terms of this agreement will commence when the Client pays and the terms are ticked as agreed via the relevant payment processing service.
3.4 Unless specifically stated as a fixed price Proposal, any cost estimates that are, or have been given by Elysian Services Ltd are estimates only.
3.5 Actual time spent, products supplied and any other fees such as disbursements etc. will be used as the basis for billing.
4.1 Where applicable, activity time is calculated inclusive of travel time from the prior non-client activity (such as from the consultant’s home, office, or third-party premises).
4.2 On-site activity is normally provided by the day or half day, except where otherwise agreed in advance. A day will normally be 9.00am – 4.00pm actually on site and half a day on-site amounts to 3.5 hours actually on-site.
4.3 Off-site activity time includes all office time spent acting for the Client and may be carried out at any location of Elysian Services Ltd’s choosing including Elysian Services Ltd’s business premises or any site away from the Client’s premises.
4.4 Where off-site activity is provided by the day or hour; all travel, office, administrative, preparatory, production and telephone time in addition to actual client meetings and external interviews are chargeable at the agreed rate [pro-rata of the day rate for hourly assignments], as outlined and agreed within the proposal. Travel incurs expenses in addition and will be invoiced separately:
i. Mileage is charged at 65p per mile.
ii. Publick Transport and Ticket costs, for example Transport for London/Toll Bridges etc are charged as per the ticket price.
iii. Subsistence is charged at a standard £25 per day.
4.5 Activity logs / Timesheets may be provided to Clients upon request.
5.1 All commitments with respect to the timing and scope of the project given to the Client by Elysian Services Ltd – whether verbal or written – are made in good faith but are made necessarily in advance of;
Knowing the full scope of the difficulty that may pertain to the performance on specific points (for example, unforeseeable difficulty in obtaining certain information requested by the Client).
For this reason, whilst Elysian Services Ltd agrees to use its best endeavours to fulfil such commitments to the Client on the timing and the scope of consultancy and other projects, we cannot guarantee performance in either respect.
6.1 Any instructions received by Elysian Services Ltd from the Client for the supply of services / products and / or the Client’s acceptance of the Proposal and the Terms and Conditions shall constitute acceptance of the Terms and Conditions of the Contract.
6.2 Upon acceptance of these terms of business by the Client, the terms and conditions contained therein are irrevocable and can only be amended with the written consent of Elysian Services Ltd.
6.3 The Client shall give Elysian Services Ltd not less than 28 days prior written notice of any proposed or actual change of ownership or Clients Company name. This also includes Company address, contact numbers and business practice. The Client shall be liable for any losses incurred by Elysian Services Ltd for non-compliance to this clause.
7.1 The Client shall ensure its employee(s) (as specified in the Proposal or such other person as the Client shall nominate in writing) is available to meet with Elysian Services Ltd, either face to face, over the telephone, on a video call or by email when reasonably required by Elysian Services Ltd for the purposes of discussing the status and progress of the services.
7.2 If the Client or Client’s employee cancels attendance to a pre-arranged meeting within 7 days of that meeting, Elysian Services Ltd is entitled to charge a cancellation fee of 4 hours’ work charged at the current hourly rate.
7.3 If the Client or Client’s employee cancels attendance at a pre-arranged on-site visit day, set training day or event within 7 days of that on-site visit, training day or event, Elysian Services Ltd is entitled to charge a cancellation fee of 100%.
7.4 If a Client or Client’s employee cancels attendance to a set training day or event that has been pre-arranged within 14 days, Elysian Services Ltd is entitled to charge a cancellation fee of 50%.
7.5 Elysian Services Ltd is entitled to charge a cancellation fee of 4 hours’ work on behalf of any external services sourced on behalf of the client where the Client or Client’s employee cancels attendance to a pre-arranged meeting within 7 working days.
7.6 Elysian Services Ltd is entitled to charge a cancellation fee of 8 hour’s work on behalf of any external services sourced on behalf of the client such as minute taking where the Client or Client’s employee cancels attendance at a pre-arranged on-site visit day, set training day or event within 7 days of that visit.
8.1 Elysian Services Ltd will provide services to the Client and will be entitled to charge the Client for such services at the rates specified in the Proposal and formally via the payment processing link.
8.2 The remuneration structure agreed between Elysian Services Ltd and the Client may be based on a number of methods, such as a ‘retainer’ or ‘subscription’, a ‘fixed fee’ or an ‘hourly rate’ or ‘time based’ rate (i.e. day rate, half day rate, hourly rate) but in any event as outlined in the proposal and/or payment processing link.
8.3 The ‘Retainer’ fee or ‘Subscription’ fee shall be defined as a payment made to secure Elysian Services Ltd’s services for a fixed period of time. Fixed-fee contracts cover the performance of an agreed service as outlined in the proposal and/or payment link for an agreed fee. Extra time incurred by Elysian Services Ltd in the performance of the fixed fee component of a contract will be borne by Elysian Services Ltd, unless it is found that the Client has deliberately withheld information pertaining to the delivery of the agreed services, rendering the contract unachievable within the agreed timescales.
8.4 All Proposals are valid for a period of 3 months from date of issue prior to confirmation of engagement of Services by the Client.
8.5 Unless otherwise stipulated, Elysian Services Ltd’s Proposals with clients will not include expenses in the pre-arranged fee. Additional fees include but are not limited to mileage, car parking, pre-authorised accommodation costs, room hire costs, recruitment agency /head-hunter fees and any other costs essential to the delivery of the services are levied in addition to the agreed fee.
8.6 Expense receipts wherever practical, will be retained by Elysian Services Ltd and will be available for inspection upon request.
8.7 The Client will pay Elysian Services Ltd for the cost of any products or services together with Elysian Services Ltd’s own charge that it levies for handling and / or obtaining relevant materials.
8.8 Retained services are for a minimum period of 12 months, unless specified [example: for individual/exclusive projects].
9.1 The Client agrees to be bound by the payment terms, as per the online payment processing link.
9.2 Payments are required in advance of any service delivery, by weekly/bi-weekly or monthly invoices; or by direct debit or monthly Standing Order or as per the online payment processing link.
9.3 If the client fails to make any payment on time without giving notification of due cause then Elysian Services Ltd reserves the right to withhold delivery of any further consultancy or stages of work contained within the Proposal and will not be responsible for any inconvenience, loss or damage so caused.
9.4 Without prejudice to Elysian Services Ltd’s rights under this Agreement, Elysian Services Ltd shall be entitled to charge and the Client shall pay interest at 2% above the base lending rate of Barclays Bank PLC per month should the Client fail to pay any invoice/subscription/retainer by the due date for payment.
10.1 Most contracts that extend across several months allow for stage payments. These are negotiated in advance as part of the normal discussions prior to agreement of the Contract and will be outlined in the Proposal.
10.2 Elysian Services Ltd shall have the right to suspend all work on behalf of the client should these payments not be made on time to the agreed schedule. Any adverse impact that this suspension has upon the completion schedule or the quality of the product or service for the Client shall be at the Client’s sole responsibility. This right applies not just to the contract in arrears but also any other contracts with the Client, whether or not payments against these contracts are in arrears.
10.3 In particular, the Client should note that where it has been agreed that payment of all or part of a contract is to be made ‘in advance’ work will not commence on the client’s behalf until payment is actually received.
10.4 Should Elysian Services Ltd issue draft documents for final changes and approval, it has the right under this agreement to the following: From the date that draft documents are issued, the Client has 14 days to submit any revisions required. Should the Client fail to do so, final documents will be issued and invoiced accordingly.
11.1 The contract may be terminated in the following circumstances:
By either party giving 90 (ninety) days’ notice in writing to that effect; or
Immediately by Elysian Services Ltd by notice in writing if the Client fails to remedy a breach of this Agreement (including any provision as to payment) within 30 (thirty) days of receipt of a notice from Elysian Services Ltd advising of such a breach requiring it to do so.
11.2 The Contract shall be regarded as a whole unless there are break points within it agreed in advance or it is divided into stages or where it is subject to periodic renewal. Where no such division is agreed in advance and stipulated in the contract, the Client shall be liable for the totality of the value of the contract – including all expenses incurred to the date of cancellation – whether or not the Client wishes the work to be completed.
11.3 Annually reviewed service contracts, retainers and subscriptions will be renewed automatically for a further 12-month period.
11.4 Where the cancelled contract relates to a retained or subscription service, where the required notice period is given in accordance with the terms and conditions, services will continue to be provided by Elysian Services Ltd for the duration of the notice period, at the end of which time, services will cease.
11.5 Where the Client wishes to cancel but insufficient notice is provided, the 12-month contract will continue to its expiration date and services will continue to be provided up to the date of expiry. Where the Client wishes to cancel a retainer or subscription service with immediate effect, the Client shall be liable for paying for the remainder of the contract up to the date of its expiry.
11.6 On termination of this Agreement, however occurring, all money’s unpaid by the Client pursuant to this Agreement will immediately become due and payable.
11.7 If such monies remain unpaid for a period of 30 days then (without prejudice to other rights that Elysian Services Ltd may have for breach of this Agreement or otherwise) Elysian Services Ltd will be entitled to cease consultancy services and to retake possession of any products provided, claim for late payment charges and/or claim the unpaid monies via legal recourse.
11.8 The Client’s obligations within the Contract (including any obligations to indemnify) under the clauses relating to Intellectual Property, High Risk Activities, Liability and Confidentiality shall survive the termination of the Agreement for whatever reason. Elysian Services Ltd’s obligations in relation to Confidentiality shall survive the termination of this Agreement for whatever reason.
12.1 The Client acknowledges that Elysian Services Ltd is providing Services to the Client on a nonexclusive basis and that Elysian Services Ltd may provide Services of the same or a similar nature as the Services to any other party, unless expressly agreed within the terms of the Proposal.
13.1 The Client undertakes to Elysian Services Ltd that it will not for a period of 12 months from the termination of this Agreement entice or endeavour to entice away from Elysian Services Ltd any employee or client of Elysian Services Ltd. The Client acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Elysian Services Ltd.
14.1 Elysian Services Ltd provides information, advice and services in good faith based upon information available and provided by the Client at the time. We do not warrant the accuracy of information provided. It is for the Client to decide whether or not to accept our advice in making his/her own management decisions. We advise that the data critical to a decision should be independently verified prior to being acted upon. Therefore, Elysian Services Ltd accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
14.2 To the extent permitted by the law, Elysian Services Ltd expressly excludes all conditions and warranties whether express or implied.
14.3 Notwithstanding any other provision in this Agreement, in no event will Elysian Services Ltd be liable to any party including the Client for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data or other economic advantage) however it arises whether for breach of this Agreement or in tort. The Client will indemnify Elysian Services Ltd and keep it indemnified from and against any claims by any third party for or in respect of such damages. Elysian Services Ltd’s liability is limited to the value of the contract with the Client or the value of the loss whichever is the smaller.
14.4 Elysian Services Ltd does not offer employment tribunal insurance, it is for the Client to source their own. Elysian Services Ltd, does hold Professional Indemnity Insurance to which a Client can make a claim against in the event of proven negligence of services that has resulted in a financial loss.
14.5 Where documents are provided to a client to keep, re-use and amend in relation to name[s], job titles, salaries etc, the areas for amendment are specifically highlighted. Elysian Services Ltd accepts no liability for the consequences of any further amendments or deletion to the documents Elysian Services Ltd provided, that the client makes once the documents are signed off by the company [Elysian Services Ltd].
15.1 Elysian Services Ltd shall seek the right from the Client to publicise the fact that the Client is, or was, a client and to utilise the clients name in publicity materials in this respect. Elysian Services Ltd may also describe in general terms the type of work conducted for the Client but shall not be permitted to link the two without prior permission of the Client in order to protect confidentiality.
15.2 Wherever the results of any commissioned work are cited by the Client, the Client agrees to make ‘due reference to Elysian Services Ltd’ so as to make it clear who carried out the work, except where Elysian Services Ltd explicitly waives this right.
16.1 The Consultant provides professional advice and opinions based on industry standards and best practices. However, the Client acknowledges that such advice is subject to interpretation and may not guarantee specific outcomes.
16.2. The Client is responsible for implementing any recommendations made by the Consultant and acknowledges that results may vary based on individual circumstances.
17.1 The Consultant may share general insights, case studies, or examples of services provided on social media and other platforms. The Client agrees that the Consultant may use anonymized information for promotional purposes.
17.2 The Client must obtain prior written consent before sharing or posting any content related to the Consultant’s services, including but not limited to testimonials, case studies, or insights gained through the consultancy relationship.
17.3. The Client agrees to refrain from making any disparaging comments about the Consultant or its services on social media or other public platforms. Any negative feedback should be directed to the Consultant for resolution.
18.1 Elysian Services Ltd agrees to hold all information provided by the Client confidential where the Client so specifies, save where such information is known to Elysian Services Ltd already, or exists already in the public domain, until, either the information enters the public domain, or Elysian Services Ltd is given the same information by a third party, or is released from its confidentiality requirement by the Client, or the Client is found in breach of contract with Elysian Services Ltd by a court of law (including non-payment of account) or three years have elapsed, whichever is sooner.
18.2 The Client agrees to hold all information about Elysian Services Ltd’s proposal(s), fee structures, fees and personnel in the strictest of confidence.
18.3 Both parties agree to maintain the confidentiality of all proprietary and sensitive information shared during the consultancy. This obligation continues even after the termination of this agreement.
18.4 Both parties agree to keep any sensitive information confidential and not to disclose it on social media or other public forums without prior written consent.
18.5 The Client acknowledges that any breach of confidentiality may result in legal action and the Consultant reserves the right to seek damages.
19.1 All materials, documents, and methodologies developed by the Consultant remain the property of the Consultant. You may not reproduce or distribute these materials without prior written consent.
20.1 The Consultant shall not be liable for any indirect, incidental, or consequential damages arising from the use of our services. Our total liability is limited to the amount paid for services rendered.
21.1 These Terms and Conditions are governed by the laws of England and Wales. Any disputes arising from these terms will be resolved in the courts of England and Wales.
This agreement has been duly executed as a deed on the date the terms are accepted [ticked as agreed via the relevant payment processing service].
