Terms and Conditions

Legal Agreement and Binding Nature

These Terms and Conditions constitute a legally binding agreement between you (the "Client" or "User") and Whitmore Partners (the "Company," "we," "us," or "our"). By accessing our website, using our services, or engaging in any consulting relationship with us, you acknowledge that you have read, understood, and agree to be bound by these terms.

These Terms and Conditions work in conjunction with our Terms of Service and Privacy Policy to form the complete agreement between you and Whitmore Partners. In the event of any conflict between these documents, the order of precedence shall be: specific consulting engagement agreements, these Terms and Conditions, Terms of Service, and finally the Privacy Policy.

If you do not agree to these terms, you must not access our website or use our services. Your continued use of our website or services following any modifications to these terms constitutes acceptance of those changes.

User Obligations and Responsibilities

1. General Conduct Requirements

When using our website or engaging our services, you agree to:

• Provide accurate, current, and complete information when requested
• Maintain the confidentiality of any login credentials or access information
• Notify us immediately of any unauthorised use of your account or security breach
• Comply with all applicable laws and regulations
• Respect the intellectual property rights of Whitmore Partners and others

2. Prohibited Activities

You expressly agree not to:

• Use our services for any unlawful purpose or in violation of any applicable regulations
• Reproduce, duplicate, copy, or resell any part of our services without permission
• Attempt to reverse engineer, decompile, or disassemble any software or systems
• Engage in any activity that interferes with or disrupts our services
• Transmit viruses, worms, or other malicious code
• Collect or harvest personal data about other users without consent
• Impersonate any person or entity or falsely represent your affiliation

3. Client Responsibilities in Consulting Engagements

When engaging our consulting services, you additionally agree to:

• Provide timely access to necessary information, personnel, and resources
• Respond to requests for information and feedback within agreed timeframes
• Make designated personnel available for meetings and consultations
• Provide accurate and complete information necessary for our work
• Honour payment terms as outlined in the engagement agreement

4. Compliance with Laws

You are responsible for ensuring that your use of our services complies with all applicable laws, regulations, and industry standards in your jurisdiction. This includes but is not limited to data protection laws, employment regulations, financial reporting requirements, and professional standards relevant to your sector.

Liability, Warranties, and Disclaimers

1. Disclaimer of Warranties

To the fullest extent permitted by law:

• Our website and services are provided on an "as is" and "as available" basis
• We make no warranties, express or implied, regarding the quality, accuracy, or reliability of our services
• We do not warrant that our services will be uninterrupted, error-free, or free from viruses
• We disclaim all warranties of merchantability, fitness for a particular purpose, and non-infringement

2. Limitation of Liability

To the maximum extent permitted by applicable law, Whitmore Partners shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or loss of goodwill
• Any damages arising from your use of or inability to use our services

Our total liability for any claims arising from or related to our services shall not exceed the total fees paid by you to us during the twelve months preceding the claim, or £1,000, whichever is greater.

3. Professional Services Disclaimer

Whilst we strive to provide high-quality consulting services, we cannot guarantee specific outcomes or results. Success depends on numerous factors including client implementation, market conditions, organisational capability, and circumstances beyond our control. Recommendations and strategies provided are based on information available at the time and professional judgement, but we cannot warrant their effectiveness in all situations.

4. Third-Party Services and Content

We are not responsible for the actions, content, or services of third parties referenced in our work or accessible through our website. Any reliance on third-party services is at your own risk.

Indemnification

You agree to indemnify, defend, and hold harmless Whitmore Partners, its directors, officers, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) arising from:

• Your use or misuse of our website or services
• Your breach of these Terms and Conditions
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights
• Any false or misleading information you provide to us

Confidentiality

Mutual Confidentiality Obligations

Both parties agree to maintain confidentiality regarding:

• Proprietary information, business strategies, and operational details
• Financial information and commercial terms
• Technical information, methodologies, and intellectual property
• Client data and organisational information

Exceptions to Confidentiality

Confidentiality obligations do not apply to information that is publicly available, independently developed, already known, or required to be disclosed by law. We may also use anonymised case studies and aggregate data for marketing purposes, provided no client-identifying information is disclosed without permission.

Payment Terms and Financial Obligations

Fees and Pricing

Fees for consulting services will be agreed in writing before work commences. Unless otherwise specified, all fees are stated in British Pounds (£) and exclude VAT, which will be added where applicable. Prices displayed on our website are indicative and subject to confirmation.

Payment Terms

Payment is typically due within 30 days of invoice date unless otherwise agreed. Late payments may incur interest charges at the rate of 4% above the Bank of England base rate. We reserve the right to suspend services for non-payment after reasonable notice.

Expenses and Additional Costs

Unless otherwise agreed, reasonable expenses incurred in delivering services (such as travel, accommodation, or materials) will be charged separately with appropriate documentation. All such expenses require prior approval where they exceed agreed thresholds.

Termination and Cancellation

Either party may terminate a consulting engagement under the following circumstances:

Termination for Convenience

Either party may terminate the engagement with 30 days written notice. The client shall pay for all services rendered and expenses incurred up to the termination date.

Termination for Breach

Either party may terminate immediately if the other party materially breaches these terms and fails to remedy the breach within 14 days of written notice.

Termination for Insolvency

Either party may terminate immediately if the other party enters insolvency, administration, receivership, or similar proceedings.

Effects of Termination

Upon termination, all outstanding fees become immediately due, confidentiality obligations survive, and both parties shall return or destroy confidential materials belonging to the other party.

Dispute Resolution and Governing Law

Informal Resolution

In the event of any dispute or disagreement, both parties agree to first attempt to resolve the matter through good-faith negotiations. Either party may initiate this process by providing written notice of the dispute to the other party.

Mediation

If informal negotiations do not resolve the dispute within 30 days, the parties agree to attempt mediation before pursuing litigation. The parties shall jointly select a qualified mediator and share the costs of mediation equally.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes.

Limitation Period

No claim or action arising from these terms may be brought more than one year after the cause of action arose, or if later, one year after the claimant discovered or ought reasonably to have discovered the cause of action.

Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these terms to the extent such failure or delay is caused by circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, epidemics, or pandemics
• War, terrorism, civil unrest, or government action
• Labour disputes, strikes, or lockouts
• Telecommunications or internet failures
• Supplier or subcontractor failures not caused by the affected party

The affected party shall notify the other party promptly of the force majeure event and use reasonable efforts to mitigate its effects. If the force majeure event continues for more than 60 days, either party may terminate the engagement without penalty.

General Provisions

Entire Agreement

These Terms and Conditions, together with our Terms of Service, Privacy Policy, and any specific engagement agreement, constitute the entire agreement between you and Whitmore Partners regarding the subject matter herein and supersede all prior agreements and understandings.

Severability

If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these terms or your rights hereunder without our prior written consent. We may assign these terms to any successor or affiliate without restriction.

No Partnership

Nothing in these terms creates a partnership, joint venture, employment, or agency relationship between you and Whitmore Partners. Neither party has authority to bind the other or incur obligations on behalf of the other.

Notices

All notices under these terms shall be in writing and delivered by email to the addresses provided by each party. Notices are deemed received when sent to the correct email address.

Company Information