Terms & Conditions
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1. Definitions and Interpretation
In these Terms and Conditions:
- 'Client' means the organisation or individual engaging our consultancy services
- 'Consultant' or 'we' means Cempta Charity Solutions.
- 'Services' means the consultancy services described in the Service Agreement
- 'Service Agreement' means the engagement letter, proposal, or statement of work specifying the particular services to be provided
- 'Terms' means these Terms and Conditions
- 'UK GDPR' means the UK General Data Protection Regulation
- 'Data Protection Legislation' means the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025, and the Privacy and Electronic Communications Regulations 2003, as amended
- 'Working Day' means any day other than a Saturday, Sunday, or public holiday in England and Wales
2. Application and Acceptance
2.1 These Terms, together with the Service Agreement, constitute the entire agreement between the Consultant and the Client for the provision of consultancy services.
2.2 By engaging our services, accepting our proposal, or signing a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.
2.3 These Terms prevail over any conflicting terms in the Client's purchase orders or other documentation, unless expressly agreed otherwise in writing.
3. Services
3.1 Scope of Services
We provide consultancy services to charitable organisations. The specific scope of services, deliverables, timelines, and any particular requirements will be set out in the Service Agreement for each engagement.
3.2 Professional Standards
We will perform the Services with reasonable skill and care, exercising the professional diligence expected of a competent consultancy operating in the charity sector.
3.3 Limitations and Exclusions
3.3.1 Our Services constitute professional advice and recommendations only. Unless expressly stated in the Service Agreement, we do not provide legal advice, regulated financial advice, or accountancy services.
3.3.2 The Client acknowledges that implementation of our recommendations is entirely at their discretion, and we accept no liability for decisions made based on our advice.
3.3.3 Where specialist advice is required, we will recommend that the Client seek independent professional guidance from appropriately qualified advisors.
4. Fees and Payment
4.1 Fee Structure
4.1.1 Our fees will be specified in the Service Agreement and may be structured as fixed fees, daily/hourly rates, or on a retainer basis.
4.1.2 All fees are exclusive of Value Added Tax (VAT), which will be charged at the applicable rate where required by law.
4.2 Expenses
4.2.1 Reasonable expenses incurred in providing the Services (including travel, accommodation, materials, and subsistence) will be recharged to the Client in addition to our fees, unless otherwise agreed.
4.2.2 We will obtain the Client's prior approval for any single expense item exceeding £100 or expenses exceeding £250 in aggregate per month.
4.3 Payment Terms
4.3.1 Unless otherwise specified in the Service Agreement, invoices will be issued monthly in arrears (or upon completion of milestones if agreed).
4.3.2 Payment is due within 30 days of the invoice date.
4.3.3 Time for payment is of the essence. Late payments will incur interest at 3% above the Bank of England base rate from time to time, calculated on a daily basis from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.3.4 The Client shall not be entitled to set off, withhold, or deduct any amounts from sums due to us unless required by law or agreed in writing.
4.4 Suspension for Non-Payment
4.4.1 If payment is overdue by more than 30 days, we reserve the right to suspend performance of the Services upon giving 7 Working Days' written notice.
4.4.2 Services will resume once all outstanding amounts (including accrued interest) have been paid in full.
5. Client Obligations
5.1 The Client shall:
- Provide timely access to all information, documents, systems, personnel, and facilities reasonably required for us to perform the Services
- Ensure that all information provided is accurate, complete, and not misleading
- Respond promptly to requests for decisions, approvals, or clarifications
- Designate a primary point of contact with appropriate authority to make decisions
- Comply with all applicable laws, regulations, and professional standards
- Notify us promptly of any changes in circumstances that may affect the Services
5.2 If the Client fails to meet these obligations and this causes delay, additional work, or prevents us from performing the
Services, we may:
- Extend timelines by a reasonable period
- Charge additional fees for extra work required
- Suspend or terminate the engagement in accordance with Clause 11
6. Confidentiality
6.1 Definition
'Confidential Information' means all information (whether written, oral, electronic, or visual) disclosed by one party to the other relating to the disclosing party's business, operations, clients, beneficiaries, donors, strategies, financial affairs, trade secrets, know-how, or any other matter designated as confidential.
6.2 Obligations
6.2.1 Each party undertakes to:
- Keep all Confidential Information strictly confidential
- Use Confidential Information solely for the purposes of performing or receiving the Services
- Not disclose Confidential Information to third parties without prior written consent, except as permitted under Clause 6.3
- Implement reasonable security measures to protect Confidential Information
- Return or securely destroy Confidential Information upon request or termination
6.2.2 These obligations continue for 5 years after termination of the engagement.
6.3 Permitted Disclosures
Confidential Information may be disclosed:
- To employees, contractors, or professional advisors who need to know and are bound by equivalent confidentiality obligations
- As required by law, court order, or regulatory authority (with prior notice where permitted)
- Where already in the public domain through no breach of these Terms
7. Data Protection
7.1 Both parties shall comply with all applicable Data Protection Legislation.
7.2 Where we process personal data on behalf of the Client as a processor:
- We will process personal data only in accordance with the Client's documented instructions
- We will implement appropriate technical and organisational measures to protect personal data
- We will ensure that persons authorised to process personal data are subject to confidentiality obligations
- We will assist the Client in responding to data subject rights requests
- We will notify the Client without undue delay upon becoming aware of a personal data breach
- We will delete or return personal data at the end of the engagement unless required by law to retain it
- We will make available information necessary to demonstrate compliance with these obligations
7.3 We will not engage sub-processors without prior written authorisation from the Client.
7.4 Our Privacy Policy (available on our website or on request) sets out how we process personal data as a controller in our own right.
8. Intellectual Property Rights
8.1 Pre-Existing Intellectual Property
Each party retains all rights, title, and interest in their respective pre-existing intellectual property, including methodologies, frameworks, templates, tools, and know-how.
8.2 Work Product
8.2.1 All intellectual property rights in deliverables, reports, recommendations, and other materials created specifically for the Client ('Work Product') shall belong to the Client upon payment in full of all fees and expenses.
8.2.2 To the extent that Work Product incorporates our pre-existing intellectual property, we grant the Client a perpetual, non-exclusive, royalty-free licence to use such materials for their internal business purposes.
8.3 Retention of Knowledge
Nothing in these Terms shall prevent us from retaining and using general knowledge, skills, experience, ideas, concepts, and techniques acquired during the course of providing the Services.
8.4 Use of Client Name
We may reference the Client as a client in our marketing materials and website (without disclosing Confidential Information) unless the Client objects in writing. We may also use anonymised case studies derived from the engagement.
9. Warranties and Representations
9.1 We warrant that:
- We have the right, power, and authority to enter into and perform these Terms
- The Services will be performed with reasonable skill and care
- We will comply with all applicable laws and professional standards
9.2 All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms save for liability that cannot be excluded under the Consumer Rights Act 2015 (where applicable).
9.3 We do not warrant that our advice will achieve particular results or outcomes. The Client acknowledges that our Services are advisory in nature and implementation success depends on many factors outside our control.
10. Limitation of Liability
10.1 Excluded Liability
Nothing in these Terms shall limit or exclude our liability for:
- Death or personal injury caused by our negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded or limited by English law
10.2 Cap on Liability
Subject to Clause 10.1, our total aggregate liability to the Client (whether in contract, tort including negligence, breach of statutory duty, or otherwise) arising from or in connection with these Terms or the Services shall not exceed the total fees paid or payable by the Client for the specific engagement giving rise to the claim in the 12 months immediately preceding the event giving rise to liability.
10.3 Excluded Types of Loss
Subject to Clause 10.1, we shall not be liable for:
- Loss of profits, revenue, business, contracts, or anticipated savings
- Loss or corruption of data or information
- Loss of goodwill or reputation
- Any indirect, consequential, special, or punitive losses
10.4 Professional Indemnity Insurance
We maintain professional indemnity insurance with a reputable insurer with minimum cover of £[amount]. We will provide evidence of insurance upon reasonable request.
10.5 Time Limit for Claims
The Client must notify us of any claim within 12 months of becoming aware (or reasonably should have become aware) of the circumstances giving rise to the claim, failing which the claim shall be deemed waived.
11. Term and Termination
11.1 Duration
The engagement shall commence on the date specified in the Service Agreement and continue until completion of the Services or earlier termination in accordance with this Clause 11.
11.2 Termination for Convenience
Either party may terminate the engagement by giving not less than 30 days' written notice to the other party.
11.3 Termination for Cause
Either party may terminate the engagement immediately by written notice if:
- The other party commits a material breach of these Terms and fails to remedy it within 14 days of receiving written notice specifying the breach
- The other party becomes insolvent, enters administration, receivership, liquidation, or similar proceedings
- Performance becomes illegal, impossible, or impracticable due to changes in law or circumstances beyond either party's control
11.4 Effects of Termination
11.4.1 Upon termination for any reason:
- The Client shall pay all fees and expenses incurred up to the effective date of termination
- We shall (if requested) provide the Client with work in progress and any deliverables completed to date
- Each party shall return or destroy all Confidential Information belonging to the other
- Accrued rights and liabilities shall not be affected
11.4.2 Clauses 6 (Confidentiality), 7 (Data Protection), 8 (Intellectual Property), 10 (Limitation of Liability), 12 (Force Majeure), 13 (Dispute Resolution), and 14 (General Provisions) shall survive termination.
12. Force Majeure
12.1 Neither party shall be liable for any failure or delay in performing their obligations under these Terms to the extent such failure or delay is caused by circumstances beyond their reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action or restrictions, strikes, labour disputes, failure of utilities or telecommunications, or failure of third-party suppliers or sub-contractors.
12.2 The affected party shall notify the other party promptly and take reasonable steps to mitigate the effects of the force majeure event.
12.3 If force majeure continues for more than 60 days, either party may terminate the engagement by written notice.
13. Dispute Resolution
13.1 Negotiation
In the event of any dispute, claim, or controversy arising from or relating to these Terms, the parties shall first attempt in good faith to resolve the matter through negotiation between senior representatives.
13.2 Mediation
If the dispute is not resolved by negotiation within 30 days, the parties may (but are not obliged to) attempt to resolve it through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator.
13.3 Litigation
If the dispute is not resolved through negotiation or mediation, either party may commence legal proceedings.
13.4 Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
14. General Provisions
14.1 Entire Agreement
These Terms, together with the Service Agreement and any other documents expressly referred to in them, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
14.2 Variation
No variation of these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. We may update these Terms from time to time for future engagements by posting updated terms on our website and providing reasonable notice.
14.3 Assignment and Subcontracting
14.3.1 Neither party may assign, transfer, charge, or deal in any other manner with these Terms or any rights or obligations under them without the prior written consent of the other party.
14.3.2 We may subcontract any or all of the Services to qualified sub-contractors, provided we remain responsible for their performance.
14.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the parties' intention.
14.5 Waiver
No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the party granting the waiver.
14.6 Third Party Rights
These Terms do not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.7 Notices
14.7.1 All notices under these Terms must be in writing and delivered by hand, registered post, or email to the addresses specified in the Service Agreement.
14.7.2 Notices shall be deemed received: if delivered by hand, upon signature of delivery receipt; if sent by registered post, on the second Working Day after posting; if sent by email, on the day of transmission if sent before 5pm on a Working Day, otherwise on the next Working Day.
14.8 Relationship of Parties
Nothing in these Terms creates a partnership, agency, employment relationship, or joint venture between the parties. We are an independent contractor.
14.9 Counterparts
These Terms or any Service Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.
15. Contact Information
For questions regarding these Terms and Conditions or to discuss engagement terms, please contact:
Cempta Charity Solutions
Email: hello@cempta.co.uk
Telephone: 07964 693965
By engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.