Terms and Conditions of Business
Important: The client’s attention is particularly drawn to clause 10 (Limitation of liability).
These Conditions apply to the supply of professional fundraising consultancy, advisory and training services by Fundraiser In The Room Ltd (“Supplier”) to the client identified in the Proposal (“Client”).
1. Interpretation and definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the fees payable by the Client for the Services, as set out in the Proposal and clause 7.
Client Materials: all data, documents, logos, brand assets, lists and information the Client supplies to the Supplier.
Commencement Date: the date the Client accepts the Proposal in writing.
Conditions: these terms as amended under clause 13.5.
Confidential Information: information of a confidential nature disclosed by a party, including business, technical, financial and personal data, excluding information that is public, already known on a non-confidential basis, independently developed, or rightfully received from a third party without duty of confidence.
Contract: the contract formed by the Proposal and these Conditions.
Code of Fundraising Practice: the UK Code published by the Fundraising Regulator (as updated).
Deliverables: any reports, frameworks, toolkits, training content, recommendations, dashboards or other outputs identified in the Proposal.
Services: the consultancy/advisory/training services described in the Proposal.
Ticketed Events: open courses, webinars or seminars available to multiple attendees for a fee (see Schedule 2).
UK Data Protection Legislation: UK GDPR, the Data Protection Act 2018, and PECR (as amended).
Anti-Bribery Laws: Bribery Act 2010 and associated guidance.
Sanctions Laws: all applicable economic/trade sanctions.
Interpretation: references to statutes include updates; “including” means “including without limitation”; references to “writing” include email.
2. Basis of contract
2.1 The Contract begins on the Commencement Date when the Client accepts the Proposal.
2.2 Marketing materials are illustrative only and not contractual.
2.3 These Conditions prevail over any Client terms unless expressly agreed in writing.
2.4 Proposals are valid for 20 Business Days unless stated otherwise.
3. Services and standards
3.1 The Supplier will supply the Services with reasonable care and skill and in all material respects in accordance with the Proposal.
3.2 Dates are estimates; time is not of the essence unless expressly stated.
3.3 The Supplier may update the Services if required by law or to maintain quality without materially affecting scope; material changes will be agreed via the Change Control in clause 7.2.
3.4 Sector standards: The Supplier will have due regard to the Code of Fundraising Practice, Charity Commission guidance relevant to fundraising, and applicable direct marketing rules (including PECR/ICO guidance) when advising.
3.5 No guarantee: Fundraising outcomes (e.g., income secured, donor conversion, board approval) are influenced by external factors and are not guaranteed.
4. Client responsibilities
4.1 The Client shall:
(a) ensure information it provides is complete and accurate;
(b) cooperate, appoint a named lead and provide timely feedback/approvals;
(c) provide necessary access to systems, data and personnel;
(d) confirm it has lawful grounds to share any personal data and marketing permissions;
(e) obtain any third-party licences/consents for Client Materials; and
(f) comply with any Proposal-specific obligations.
4.2 Client Default: If the Supplier is delayed or prevented from performing due to the Client’s act/omission, the Supplier may suspend performance, rely on the Client Default to relieve its obligations, and recover its wasted costs and reasonable losses.
5. Compliance, ethics and conflicts
5.1 Anti-bribery: Each party shall comply with Anti-Bribery Laws and maintain adequate procedures to prevent bribery; neither party shall offer, give, request or accept a bribe.
5.2 Sanctions: Each party shall comply with Sanctions Laws; neither party will cause the other to breach applicable sanctions.
5.3 Conflicts: The Supplier will disclose any material conflict of interest it becomes aware of. The Services are non-exclusive; the Supplier may advise others (including in the Client’s sector) provided it maintains confidentiality.
5.4 Safeguarding & reputational risk: Where activities involve beneficiaries or vulnerable persons, the Client will operate appropriate safeguarding and due-diligence processes. The Supplier may decline activities that, in its reasonable opinion, present material legal, ethical or reputational risk.
6. Intellectual Property
6.1 Background IP: Each party retains ownership of its pre-existing IP and tools.
6.2 Deliverables: Subject to payment in full, the Supplier grants the Client a worldwide, perpetual, non-exclusive, royalty-free licence to use, copy and adapt the Deliverables for its internal business (including with its professional advisers and delivery partners for the project).
6.3 Restrictions: The Client shall not resell, sub-license or make the Deliverables generally available as a commercial product or training course without written consent.
6.4 Third-party materials: Rights in third-party content are subject to those licensors’ terms.
6.5 Client Materials licence: The Client grants the Supplier a non-exclusive, royalty-free licence to use Client Materials to perform the Services.
7. Charges, changes and expenses
7.1 Charges are set out in the Proposal (day rates, fixed fees or retainers). All sums are exclusive of VAT.
7.2 Change control: Scope changes requested by either party will be priced and agreed in writing before work proceeds.
7.3 Expenses: Reasonable, pre-approved expenses (e.g., travel at standard class within the UK, subsistence, accommodation, third-party costs) are recharged at cost; mileage at HMRC rates unless otherwise agreed.
7.4 Invoicing: As set out in the Proposal; if not specified, monthly in arrears for time & materials, or on agreed milestones for fixed-fee projects.
7.5 Payment terms: 30 calendar days from invoice date, payable by bank transfer to the nominated account.
7.6 Late payment: Interest accrues under the Late Payment of Commercial Debts (Interest) Act 1998 (or 4% over Bank of England base rate if that Act does not apply), plus statutory compensation where applicable.
7.7 Set-off: Sums due are payable without set-off or deduction (save as required by law).
8. Data protection
8.1 Each party will comply with UK Data Protection Legislation.
8.2 Roles: The parties are independent controllers for their own processing unless the Proposal states the Supplier acts as a processor for certain processing activities, in which case Schedule 1 (Data Processing) applies.
8.3 Direct marketing: Where Services involve marketing to individuals (e.g., events, email outreach), the Client is responsible for ensuring valid lawful grounds and PECR compliance for any contact lists it supplies.
8.4 Security: Each party will maintain appropriate technical and organisational measures suitable to the risk.
8.5 International transfers: No personal data will be transferred outside the UK (or UK-approved territories) without appropriate safeguards.
8.6 Breach: Each party will notify the other without undue delay of any personal data breach affecting the other.
9. Confidentiality
9.1 Each party shall keep the other’s Confidential Information confidential, use it only to perform the Contract, and disclose it only to personnel who need to know and are bound by confidentiality obligations.
9.2 Disclosure is permitted where required by law or regulator.
9.3 This clause survives termination.
10. Limitation of liability
The Client’s attention is drawn to this clause.
10.1 The Supplier maintains appropriate professional indemnity and public liability insurance. Evidence of cover can be provided on request.
10.2 Nothing limits liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of section 2 Supply of Goods and Services Act 1982; or (d) any liability that cannot legally be limited.
10.3 Cap: Subject to 10.2, the Supplier’s total aggregate liability arising out of or in connection with the Contract shall not exceed the greater of (i) £250,000 or (ii) 150% of the total Charges actually paid or payable under the Contract.
10.4 Excluded losses: Subject to 10.2, the Supplier is not liable for: loss of profit, revenue, business, contracts, anticipated savings, goodwill, or for indirect or consequential loss; loss or corruption of data (save to the extent caused by the Supplier’s breach of clause 8 and then subject to the cap).
10.5 Advice given is professional judgement based on information provided and prevailing guidance; the Supplier is not responsible for decisions the Client makes or for third-party actions.
10.6 The implied terms at sections 11C-11E Supply of Goods and Services Act 1982 are excluded to the fullest extent permitted.
10.7 This clause survives termination.
11. Term, cancellation and suspension
11.1 The Contract continues for the period in the Proposal. Where no period is stated and the Services are retainer-based, either party may terminate on 30 days’ written notice after any minimum term stated in the Proposal.
11.2 Either party may terminate with immediate effect by written notice if the other: (a) commits a material breach and fails to remedy within 15 Business Days of notice; (b) becomes insolvent or enters comparable proceedings; (c) ceases or threatens to cease business; or (d) is unable to perform for 30 consecutive days due to Force Majeure.
11.3 The Supplier may suspend Services (or terminate) if any undisputed invoice remains unpaid 14 days after due date.
11.4 Cancellation of fixed-date workshops/training (non-Ticketed): if the Client cancels:
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more than 6 weeks before: 25% of fee;
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4-6 weeks: 50% of fee;
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under 4 weeks: 100% of fee;
plus any non-recoverable third-party costs.
12. Consequences of termination
12.1 On termination the Client will pay all unpaid invoices and for all Services performed up to termination (including committed third-party costs).
12.2 On request, each party will return or destroy the other’s Confidential Information (save for permitted back-ups and records kept to comply with law).
12.3 Clauses intended to survive termination do so, including 6, 8–10, 12 and 13.
13. General
13.1 Force Majeure: Neither party is liable for delay or failure caused by events beyond reasonable control, including epidemics/pandemics, strikes (excluding the affected party’s own workforce), utility or transport failures, extreme weather, or government action.
13.2 Subcontracting and assignment: The Supplier may subcontract; it remains responsible for subcontractors. Neither party may assign the Contract without prior written consent (not to be unreasonably withheld), except the Supplier may assign to a group company or as part of a bona fide business sale.
13.3 Non-solicitation: During the Services and for 6 months after, the Client will not actively solicit for employment any Supplier personnel directly involved in the Services (other than by general advertising).
13.4 Publicity: The Supplier may refer to the Client’s name and logo in credentials and pitches and describe the nature of the Services, provided no Confidential Information is disclosed.
13.5 Entire agreement: The Contract is the entire agreement and supersedes prior discussions; each party agrees it has not relied on any statement not set out in the Contract, excluding fraud.
13.6 Variation: Changes must be in writing and signed.
13.7 Waiver: No failure or delay to exercise rights waives them.
13.8 Severance: If part of the Contract is invalid, the rest remains effective.
13.9 Notices: Notices must be delivered by hand or pre-paid first-class post to the registered office, or by email to the addresses in the Proposal. Delivery is deemed: hand—on delivery; post—9.00am on the second Business Day after posting; email—at transmission if within 9.00–17.00 on a Business Day, otherwise at 9.00am next Business Day.
13.10 Third-party rights: A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
13.11 Governing law: The Contract and any non-contractual obligations are governed by the law of England and Wales.
13.12 Jurisdiction: The courts of England and Wales have non-exclusive jurisdiction.