Terms of Business
These Terms of Business (the “Terms”) constitute the complete legal framework between HD-HR Legal Services Ltd (“the Consultant”) and the purchasing entity (“the Client”). By executing a Proposal, signing an Engagement Letter, or issuing instruction for project commencement, the Client accepts these Terms in full.
1. Scope of Services and Project Delivery
1.1 Service Definition: The Consultant shall provide human resources advisory, strategic consultation, employment law guidance, independent investigations, and workplace audit services as outlined in the mutually executed Proposal or Service Level Agreement.
1.2 Execution Standard: The Consultant guarantees that all services will be executed with reasonable care, professional skill, and commercial diligence in full alignment with ACAS Codes of Practice and current UK Employment Legislation.
1.3 Project Timelines: Any operational schedules, delivery marks, or milestone estimates provided by the Consultant are projections only. While every attempt will be made to expedite delivery, time shall not be of the essence for contract completion performance.
2. Special Provisions for Education and Independent Schools
Where the Client is an Independent School, Academy, or Multi Academy Trust, the following strict operational terms explicitly apply:
2.1 Safeguarding and Regulatory Context: The Consultant acknowledges that independent school operations are strictly bound by the Department for Education’s statutory guidance “Keeping Children Safe in Education” and the Independent School Standards.
2.2 Single Central Record Alignment: Any HR auditing, file reviews, or onboarding system consultancy involving the school’s Single Central Record will be assessed strictly against active ISI (Independent Schools Inspectorate) and Ofsted inspection criteria.
2.3 Safeguarding Clearance Verification: The Consultant guarantees that any personnel deployed for on site execution at school premises hold active enhanced Disclosure and Barring Service clearances. Clearance certificates and identity proofs will be presented for the School’s Single Central Record log prior to site access.
2.4 Term Time Dependencies: The Client acknowledges that investigations or staff consultations within an educational context may be subject to delays due to school holiday cycles, pupil term times, or specific governor panel availabilities. The Consultant will adapt workflows to manage these delays.
3. Client Responsibilities and Data Cooperation
3.1 Information Sufficiency: To facilitate accurate strategic advisory, the Client must supply the Consultant with comprehensive, transparent, and accurate employee file arrays, corporate policies, and context facts in a timely manner.
3.2 Operational Access: The Client shall provide the Consultant with reasonable, secure access to corporate premises, interview spaces, and digital infrastructure panels necessary to conduct on site support or independent workforce investigations.
3.3 Liability for Delayed Data: The Consultant accepts no liability for operational compliance failures, missed tribunal response windows, or incorrect advisory outcomes directly resulting from hidden records, falsified data, or delayed compliance information from the Client.
4. Fees, Invoicing, and Financial Frameworks
4.1 Fee Structure: Services are rendered either on a fixed fee project basis or a time and materials day or hourly rate model as explicitly detailed in the Client’s specific Engagement Letter.
4.2 Urgent or Independent Investigation Retainers: Billed in accordance with standard hourly fee tiers.
4.3 Value Added Tax (VAT): All stated fees, estimates, or project costs are not applicable for VAT, as HD-HR does not charge VAT for its services.
4.4 Payment Windows: Invoices are issued digitally and must be paid in full within 14 days from the invoice date without deductions, banking fee holdbacks, or set offs.
4.5 Late Payment Interest: The Consultant reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 on all overdue balances, calculated daily at 8% above the Bank of England base rate, alongside standard debt recovery expenses.
5. Cancellation, Postponement, and Retainer Breakage
5.1 Scheduled Project Interruption: If a pre booked training session, on site investigation block, or staff consultation day is altered by the Client, cancellation fees apply:
Notice under 14 days: 100% of the project day rate fee is due.
Notice between 14 and 28 days: 50% of the project day rate fee is due.
5.2 Retainer Termination Notice: Continuous monthly retainer contracts may be terminated by either party providing a minimum of 30 days written notice to the other party’s registered business desk.
6. Data Protection, Confidentiality, and Intellectual Property
6.1 UK GDPR Compliance: Both parties shall comply with all applicable requirements of the UK Data Protection Act 2018 and the UK GDPR. The Consultant will process employee personal data strictly on the instructions of the Client acting as the Data Controller.
6.2 Confidentiality Lock: The Consultant covenants that all sensitive commercial metrics, school board proceedings, staff dispute particulars, and student safeguarding adjacencies reviewed during performance will be treated with absolute, strict confidentiality.
6.3 IP Ownership Rights: All bespoke template frameworks, employee handbooks, policy sets, and legal audit methodologies developed by the Consultant remain the strict Intellectual Property of HD-HR Legal Services Ltd. The Client is granted a non exclusive, perpetual licence to use these files internally within their specific corporate structure or school footprint.
7. Limitation of Liability and Legal Indemnity
7.1 Financial Cap: The total aggregate liability of the Consultant to the Client for any direct losses arising under contract, tort (including negligence), or statutory breach shall be strictly limited to a sum equivalent to the total fees paid by the Client under the specific Engagement Letter in the 12 months prior to the claim.
7.2 Exclusion of Indirect Loss: The Consultant shall not be liable for any indirect loss of profits, reputational brand damage, independent school enrolment decreases, or tribunal penalty payments incurred by the Client.
7.3 No Legal Substitute Disclaimer: While the Consultant provides professional HR advisory and employment law advice, the services do not constitute formal solicitor client statutory litigation services. Final operational deployment decisions remain the absolute fiduciary responsibility of the Client’s directors or school governors.
8. Governing Law and Jurisdiction
These Terms, alongside any attached contractual agreements, are governed exclusively by the laws of England and Wales. Both parties submit to the absolute and exclusive jurisdiction of the Courts of London to settle any formal contract disputes.
Last Revised: June 2026