Standard terms and conditions.

1. About these terms

1.1 These terms apply to all services provided by Hyphora Consulting Ltd, a company registered in England and Wales with company number 12904446, whose registered office is at 126 Crampton Street, London, England, SE17 3AE (“Hyphora”, “we”, “us”), to the organisation named in the engagement letter (“the Client”, “you”).

1.2 The contract between us is made up of the engagement letter or proposal (“the Engagement Letter”) and these terms (together, “the Contract”). If they conflict, the Engagement Letter takes priority. Your own purchase order or procurement terms do not apply unless we agree otherwise in writing.

1.3 The Contract starts on Acceptance, which is the earlier of: (a) a written communication, including email, from someone with apparent authority to act for you, indicating that you wish to proceed; or (b) any other act showing that intention, such as instructing us to start, receiving the Services or paying for them.

1.4 In the Contract, “writing” includes email; “Business Day” means a day other than a Saturday, Sunday or public holiday in England; and “Client Materials” means the documents, data, information and other materials you, or third parties on your behalf, provide to us for the Services. References to legislation include it as amended or re-enacted.

2. The services

2.1 We will provide the services described in the Engagement Letter (“the Services”) with the reasonable skill, care and diligence of a competent consultant, and in line with any statutory requirements that apply to them, including the Energy Savings Opportunity Scheme Regulations 2014 where we act as ESOS Lead Assessor.

2.2 We provide advisory and management services. We do not design, install, operate or maintain equipment, or carry out construction or restoration works. Where contractors are appointed to do that work, they are appointed by and contract directly with you, and we are not responsible for their performance.

2.3 Estimates of energy, cost or carbon savings, payback periods, biodiversity outcomes or market prices are professional estimates based on the information available at the time. They are not guarantees.

2.4 The Services are consultancy support. They are not legal, tax or financial advice, and they are not assurance of your compliance with legal or regulatory requirements. You remain responsible for your regulatory filings and public disclosures, including ESOS notifications, director sign-off and any TCFD, TNFD or other sustainability reporting, and for their accuracy and completeness.

2.5 Dates in the Engagement Letter are estimates and time is not of the essence. We will tell you promptly if we expect a delay.

2.6 Changes to the scope of the Services must be agreed in writing, including any change to fees or timing.

3. Your responsibilities

3.1 You agree to:

• provide complete, accurate and timely information, data and decisions, and tell us promptly if anything you have given us changes. We are entitled to rely on the information you provide;
• give us, or arrange, reasonable access to people, sites, systems and records needed for the Services, together with any site safety inductions;
• appoint a contact with authority to make decisions on your behalf;
• obtain any consents and permissions needed for us to use the Client Materials; and
• make your own decision on whether to act on our recommendations.

3.2 If anything you do or fail to do, or that your staff, contractors or advisers do or fail to do, prevents or delays our work, we are entitled to a matching extension of time and are not liable for the delay.

3.3 We may charge, at the rates in the Engagement Letter, for appointments missed or cancelled at less than one Business Day's notice, and for rework caused by information you provided being inaccurate or incomplete.

4. Fees and expenses

4.1 Fees are set out in the Engagement Letter, as a fixed fee, a day rate or a combination. Day rates are charged per working day of up to eight hours; part days are charged pro rata.

4.2 Reasonable travel, accommodation and subsistence expenses, and any third-party costs you approve in advance, are charged at cost unless the Engagement Letter says otherwise.

4.3 If work is paused or delayed for reasons outside our control for more than 10 consecutive Business Days, or 10 Business Days in any 30-day period, without a pause agreed in writing, we may invoice the reasonable costs this causes, including remobilisation, and we will agree a revised programme with you.

4.4 Fees and expenses are exclusive of VAT, which is added where applicable.

5. Invoicing and payment

5.1 Unless the Engagement Letter sets a different schedule, we invoice monthly in arrears, or on completion for work shorter than a month.

5.2 Invoices are payable within 30 days of receipt, to the bank account stated on the invoice. We will never change our bank details by email alone; please call to confirm any change.

5.3 If an invoice is not paid on time, we may charge interest on the overdue amount at 8% a year above the Bank of England base rate, and fixed compensation, under the Late Payment of Commercial Debts (Interest) Act 1998. After giving seven days' written notice we may also suspend the Services until payment is made.

5.4 If you dispute part of an invoice, tell us within 14 days and pay the undisputed amount on time.

6. Intellectual property

6.1 We keep ownership of everything we owned or developed before or independently of the Contract, including our methods, tools, templates, models and know-how.

6.2 Once you have paid for them in full, you own the reports and other deliverables written specifically for you. Where they contain our pre-existing material, we grant you a non-exclusive, perpetual, royalty-free licence to use that material as part of the deliverables for your own business purposes, including regulatory submissions and audit by a regulator.

6.3 You keep ownership of the Client Materials. You grant us a non-exclusive, royalty-free licence to use, copy and modify them for the purpose of providing the Services.

6.4 Subject to section 11, each of us will indemnify the other against direct losses arising from a third-party claim that material it supplied (our deliverables, or your Client Materials) infringes that third party's intellectual property rights.

6.5 Deliverables are prepared for your use. Unless we agree in writing, they may not be relied on by any third party, and we accept no responsibility to anyone else who relies on them.

6.6 We may refer to you as a client, and describe the work in general terms, unless you ask us not to. We will not publish your confidential information.

7. Confidentiality

7.1 Each of us will keep the other's confidential information confidential and use it only for the Contract. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already held or obtains lawfully from someone else, or that must be disclosed by law, a court or a regulator.

7.2 Each of us may share the other's confidential information with its employees, subcontractors, associates, insurers and professional advisers who need it for the Contract and are bound by equivalent obligations.

7.3 This section continues for three years after the Contract ends.

8. Data protection

8.1 Each of us will comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018. Each of us is an independent controller of the business contact details we exchange. Our privacy notice explains how we handle personal data.

8.2 You will make sure you have the notices and lawful basis needed to share any personal data in the Client Materials with us.

8.3 Where we process personal data on your behalf as a processor, we will:

• process it only on your documented instructions, unless the law requires otherwise;
• protect it with appropriate technical and organisational security measures;
• make sure anyone authorised to process it is bound by confidentiality;
• use sub-processors only on terms consistent with this section, and remain responsible for them. You give general authorisation for the business systems providers named in our privacy notice;
• transfer it outside the UK only with safeguards required by law;
• help you, at your cost, with data subject requests, security, breach notifications and impact assessments;
• tell you without undue delay if we become aware of a personal data breach affecting it;
• delete or return it at the end of the Contract, at your choice, unless the law requires us to keep it; and
• keep the records needed to show we have met these obligations.

9. Subcontracting

We may use associates or subcontractors to help deliver the Services. We remain responsible for their work under the Contract.

10. Non-solicitation

During the Contract and for six months after it, neither of us will directly solicit for employment or engagement any person who has worked on the Services for the other, without the other's written consent. General recruitment advertising is not solicitation.

11. Liability

11.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited or excluded by law.

11.2 Subject to 11.1, neither of us is liable for loss of profit, revenue, savings, business, opportunity, goodwill or data, or for any indirect or consequential loss, however arising.

11.3 Subject to 11.1, our total liability arising out of or in connection with the Contract, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the total fees paid and payable under the Engagement Letter.

11.4 Our liability is reduced to the extent that any loss is caused by you, or by information you provided being inaccurate or incomplete.

11.5 Any claim must be brought against Hyphora Consulting Ltd only. No director, employee or associate of Hyphora has any personal liability to you.

12. Ending the Contract

12.1 Unless the Engagement Letter says otherwise, the Contract continues until the Services are complete. Either of us may end it earlier by giving 30 days' written notice.

12.2 Either of us may end the Contract immediately by written notice if the other:

• commits a material breach that cannot be put right, or does not put it right within 14 days of being asked to in writing;
• enters administration, liquidation (other than for a solvent restructuring), a moratorium or an arrangement with its creditors, has a receiver appointed, or takes any equivalent step in another jurisdiction; or
• stops, or threatens to stop, carrying on all or a substantial part of its business.

12.3 When the Contract ends you will pay for work done (including work in progress) and expenses incurred up to the end date, and for any non-cancellable commitments we made on your behalf. Ending the Contract does not affect rights already accrued. Sections 6, 7, 8, 11, 15 and 16, and any other terms intended to survive, continue to apply.

13. Events beyond our control

Neither of us is liable for delay or failure caused by events beyond our reasonable control. If such an event lasts more than 60 days, either of us may end the Contract by written notice.

14. General

• The Contract is the entire agreement between us about its subject matter, and replaces any earlier discussions or understandings.
• Changes to the Contract must be in writing and agreed by both of us.
• Neither of us may transfer the Contract without the other's written consent, which will not be unreasonably withheld.
• Nothing in the Contract creates a partnership or agency between us, and neither of us can bind the other.
• If any part of the Contract is found unenforceable, the rest remains in force, and we will agree in good faith a valid replacement that comes as close as possible to the original intention.
• A delay in exercising a right is not a waiver of it. Rights under the Contract are in addition to rights under the law.
• No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

15. Notices

15.1 Notices under the Contract must be in writing and either delivered by hand or by first-class post to the other party's registered office, or sent by email to the contact named in the Engagement Letter. Our email address for notices is ben@hyphora.co.uk.

15.2 A notice is treated as received: by hand, when left at the address; by post, at 9am on the second Business Day after posting; by email, when sent, or when business hours next begin if sent outside them. This section does not apply to serving legal proceedings.

16. Disputes and governing law

16.1 If a dispute arises, either of us may give written notice and we will meet within 14 days to try to resolve it in good faith. If that fails, we will attempt mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, with a mediator nominated by CEDR if we cannot agree one. This does not stop either of us starting or continuing court proceedings.

16.2 The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual claims), is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

17. Use of this website

17.1 This website gives general information about Hyphora and its services. It is not professional advice and should not be relied on as such. The ESOS eligibility checker gives general guidance only; confirm your position with a qualified ESOS Lead Assessor before acting on it.

17.2 We aim to keep the site accurate and available, but give no warranty that it is error-free or uninterrupted. To the extent permitted by law, we are not liable for any loss arising from use of the site.

17.3 The content, design, logo and images on this site belong to us or our licensors. You may view and share pages for your own reference; you may not reproduce them for commercial use without our permission. Photograph of Boothby Wildland by Jonathan Perugia for Nattergal, used with permission.

17.4 Links to other websites are provided for convenience. We are not responsible for their content.

17.5 Hyphora is a trading name of Hyphora Consulting Ltd. Questions about these terms to ben@hyphora.co.uk.