Terms of Service

TERMS OF SERVICE

Thoroughgood Development Limited

Last Updated: 2 March 2025

1. INTRODUCTION

1.1 Contract

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Thoroughgood Development Limited, a company registered in the United Kingdom ("Company", "we", "us", or "our"). By engaging our services, you agree to be bound by these Terms.

1.2 Services

Thoroughgood Development Limited provides coaching, training, and consulting services ("Services") to businesses and individuals. These Services may be delivered remotely (online) or in-person, as agreed between the parties.

1.3 Modifications

We reserve the right to modify these Terms at any time. Any modifications will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services following the posting of revised Terms means you accept those changes.

2. SERVICE PROVISIONS

2.1 Service Description

We provide coaching, training, and consulting services as described in our service proposals, engagement letters, Consulting/Service Agreements, Scope of Work documents, purchase orders, or other written agreements with you. The specific scope, deliverables, and timelines for each engagement will be detailed in a separate Scope of Work, Consulting/Service Agreement, purchase order, or other written document.

2.2 Service Documentation

The following documents may be used to define the Services to be provided:

Consulting/Service Agreement: A formal contract outlining the terms under which services will be provided, including the scope of services to be delivered.
Scope of Work (SOW): A document detailing the specific deliverables, timelines, milestones, and responsibilities for a particular project or engagement.
Purchase Order: A commercial document issued by you to formalize an order for Services.

In the event of any conflict between these Terms and any Consulting/Service Agreement, Scope of Work, or Purchase Order, the terms of the specific agreement shall prevail to the extent of such conflict.

2.3 Our Obligations

We will:

Provide the Services with reasonable skill and care, consistent with generally accepted industry standards.
Use appropriately qualified and experienced personnel to perform the Services.
Make reasonable efforts to meet any performance dates specified in the agreed Service Agreement, but any such dates shall be estimates only.
Comply with all applicable laws and regulations in providing the Services.

2.3 Your Obligations

You will:

Provide us with all necessary information, access, and cooperation required for us to provide the Services in a timely manner.
Ensure that all information provided to us is accurate, complete, and not misleading.
Comply with all applicable laws and regulations related to your receipt of our Services.
Pay all fees due in accordance with the payment terms set out in these Terms.
Obtain any necessary consents, licenses, or permissions required for us to perform the Services.

3. FEES AND PAYMENT

3.1 Fees

Our fees for the Services will be as set out in the relevant Consulting/Service Agreement, Scope of Work, purchase order, or as otherwise agreed in writing. Unless otherwise specified, all fees are quoted in Pounds Sterling (GBP) and exclusive of Value Added Tax (VAT), which will be charged at the applicable rate.

3.2 Expenses

You will reimburse us for all reasonable expenses incurred in providing the Services, provided that such expenses are pre-approved by you in writing or specified in the Service Agreement.

3.3 Payment Terms

Invoices are due for payment within 30 days of the invoice date. We reserve the right to charge interest on late payments at a rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is received.

3.4 Cancellation and Rescheduling

Cancellation or rescheduling of scheduled Services must be made in writing. The following cancellation notice periods and fees apply:

For coaching sessions:

Cancellation with at least 14 days' notice: No fee
Cancellation with fewer than 14 but more than 5 days: We will issue a credit note for the full amount of that session
Cancellation with less than 5 days' notice: 100% of the agreed fee

For training sessions:

Cancellation with at least 30 days' notice: No fee
Cancellation with fewer than 30 days' notice: 50% of the agreed fee
Cancellation with fewer than 14 days' notice: 100% of the agreed fee

For all other services:

Cancellation with at least 14 days' notice: No fee
Cancellation with 7-14 days' notice: 50% of the agreed fee
Cancellation with less than 7 days' notice: 100% of the agreed fee

4. CONFIDENTIALITY

4.1 Confidential Information

Each party may disclose to the other certain confidential information ("Confidential Information"). Confidential Information includes any information identified as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Protection Obligations

Each party agrees to:

Maintain the confidentiality of the other party's Confidential Information.
Not disclose such Confidential Information to any third party without the prior written consent of the disclosing party.
Use the Confidential Information only for the purpose of performing obligations under these Terms.
Take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.

4.3 Exclusions

Confidential Information does not include information that:

Is or becomes generally available to the public through no fault of the receiving party.
Was known to the receiving party prior to its disclosure by the disclosing party.
Is lawfully received from a third party without breach of any obligation owed to the disclosing party.
Is independently developed by the receiving party without use of the disclosing party's Confidential Information.

4.4 Duration

The confidentiality obligations set forth in this section will survive the termination or expiration of these Terms for a period of five (5) years.

5. INTELLECTUAL PROPERTY

5.1 Pre-existing IP

Each party retains all rights, title, and interest in and to its pre-existing intellectual property. Nothing in these Terms transfers ownership of pre-existing intellectual property from one party to the other.

5.2 Service Deliverables

Unless otherwise agreed in writing, we grant you a non-exclusive, non-transferable license to use any materials or deliverables provided as part of the Services for your internal business purposes only.

5.3 Restrictions

You may not:

Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any materials or deliverables provided by us without our prior written consent.
Remove any copyright, trademark, or other proprietary notices from any materials or deliverables provided by us.
Use our name, logo, or trademarks without our prior written consent.

6. DATA PROTECTION

6.1 Compliance with Data Protection Laws

Both parties will comply with all applicable data protection laws, including the UK Data Protection Act 2018 and the UK General Data Protection Regulation ("UK GDPR").

6.2 Data Processing

Where we process personal data on your behalf:

You confirm that you have all necessary rights and consents to provide the personal data to us.
We will process the personal data only in accordance with your documented instructions and these Terms.
We will implement appropriate technical and organisational measures to protect the personal data.
We will assist you in fulfilling your obligations under applicable data protection laws.
We will delete or return all personal data upon termination of the Services, unless required by law to retain it.

6.3 Privacy Policy

Our processing of personal data is subject to our Privacy Policy, which is available on our website and incorporated into these Terms by reference.

7. WARRANTIES AND LIMITATIONS

7.1 No Warranties

Unless specifically agreed in a separate Service Level Agreement (SLA) for a particular project, we make no warranties, representations, or guarantees, whether express or implied, regarding the Services or any results or outcomes that may be achieved through the use of our Services. Service Level Agreements will be negotiated and agreed upon on a per-project basis.

7.2 Disclaimer

All warranties, conditions, and other terms, whether express or implied by statute, common law, or otherwise, are hereby excluded to the fullest extent permitted by law. We do not guarantee any specific results, outcomes, or performance improvements from our Services. The effectiveness of coaching, training, and consulting services depends on numerous factors, including but not limited to client engagement, implementation of recommendations, and external market conditions.

7.3 Limitation of Liability

Our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to the total fees paid by you for the specific Service or Scope of Work from which the liability arises.
We shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, revenue, data, or business opportunities.
Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

8. TERM AND TERMINATION

8.1 Term

These Terms shall commence on the date you engage our Services and shall continue until terminated in accordance with this section.

8.2 Termination by Either Party

Either party may terminate these Terms:

By giving 30 days' written notice to the other party.
Immediately upon written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of receiving notice of the breach.
Immediately upon written notice if the other party becomes insolvent, enters into administration, or ceases to trade.

For clients based outside the UK/EU, we reserve the right to terminate or suspend Services at our discretion if we determine that continuing to provide Services may create legal, regulatory, or compliance issues.

8.3 Effect of Termination

Upon termination:

You will pay us for all Services provided up to the date of termination.
Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Each party will return or destroy all Confidential Information of the other party, as requested by the other party.

9. GENERAL PROVISIONS

9.1 Force Majeure

Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

9.2 Assignment

You may not assign, transfer, or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any successor to all or substantially all of our business or assets.

9.3 No Partnership or Agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

9.4 Third Party Rights

A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

9.5 Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

9.6 Entire Agreement

These Terms, together with any Consulting/Service Agreement, Scope of Work, purchase order, or other written agreement between the parties, constitute the entire agreement between the parties and supersede all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to their subject matter.

9.7 Severability

If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

9.8 Notices

Any notice given under these Terms shall be in writing and delivered by hand, pre-paid first-class post, or email to the relevant party's registered address or to such other address as may have been notified by that party for such purposes.

10. CONTACT INFORMATION

If you have any questions about these Terms, please contact us.

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.