Consultancy & Done for You Terms & Conditions

These Terms apply to all consultancy, strategy, advisory and done-for-you services provided by Charlotte Wibberley Ltd.

By accepting a proposal, signing a booking, paying an invoice, or instructing us to commence work, you agree to be legally bound by these Terms.

1. Formation of Contract

A binding contract is formed when:

• A proposal or booking is accepted in writing, or

• A deposit or invoice is paid, or

• You instruct us to commence work

The agreed scope of services is defined in the written proposal or booking.

No variation to scope is valid unless confirmed in writing. Additional work will be charged at our standard rate.

2. Independent Contractor Status

Services are provided strictly on a business-to-business basis.

Charlotte Wibberley Ltd operates as an independent contractor. Nothing in this agreement creates employment, partnership or agency.

We retain full control over how services are delivered and may:

• Delegate work to qualified personnel

• Engage subcontractors

• Provide services to other clients

3. Client Obligations

You are responsible for providing:

• Accurate and complete information

• Timely approvals and feedback

• Required assets and system access

• Clear priorities and deadlines

Failure to provide necessary materials, approvals or access within reasonable timeframes constitutes client delay.

Client delay does not relieve you of payment obligations and may result in rescheduling or loss of allocated service time.

4. Mandatory Project Completion Period

All fixed-term projects must be completed within six months of the original sign-up date, regardless of payment plan length.

This six-month period is strict and non-extendable unless agreed in writing.

You are responsible for providing all required information, materials, approvals and access in sufficient time to enable completion within this six-month period.

Failure to provide required information, assets, access or approvals within reasonable timeframes does not pause or extend the six-month deadline.

If a project is not completed within six months due to:

• Client delay

• Failure to provide materials

• Non-attendance

• Non-engagement

• Repeated rescheduling

• Failure to implement or respond

then:

• The project will automatically expire

• All remaining services, sessions and deliverables are forfeited

• No refunds will be issued

• Any fees paid to date are non-refundable

• A new agreement and new fees will apply if you wish to recommence work

We are under no obligation to prioritise or expedite expired projects.

5. Retainers and Ongoing Services

Ongoing retainers operate on a rolling monthly basis unless otherwise stated.

Either party may terminate a retainer by providing 30 days’ written notice via email.

Notice is effective from the date received.

All work scheduled during the notice period remains chargeable and payable.

Where payments are overdue, we reserve the right to:

• Pause delivery during the notice period

• Offset time against unpaid balances

6. Fees and Payment Terms

Fees are set out in your proposal or booking.

Unless otherwise specified:

• Deposits must be paid before work begins

• Invoices are due within 7 calendar days

• Payment is deemed received when cleared funds reach our bank account

We reserve the right to suspend services immediately for non-payment.

Payment obligations are not contingent upon results, implementation, revenue generation or client circumstances.

7. Late and Failed Payments

If payment is not received by the due date:

• Interest will accrue at 2.22 percent per month

• Services may be suspended without notice

If a payment attempt fails or is declined:

• The invoice becomes immediately overdue

• An administration fee may be charged

If three or more payments are late or fail during any 12 month period, this constitutes material breach and we may:

• Require full upfront payment for all future services

• Remove access to payment plans

• Suspend services immediately

• Terminate the agreement without further notice

No services will resume until all outstanding balances, interest and fees are paid in full.

8. Intellectual Property

All methodologies, frameworks, templates, systems and proprietary processes remain the sole property of Charlotte Wibberley Ltd.

Upon full payment, bespoke materials created uniquely for you will be assigned to you.

Assignment does not include underlying systems, trade secrets or reusable structures.

No intellectual property rights transfer until payment is received in full.

9. Confidentiality

Both parties agree to maintain confidentiality of non-public information.

We may retain records of work performed for compliance and record-keeping purposes.

You are responsible for secure transmission of login credentials and sensitive data.

We are not liable for breaches arising from insecure sharing by you.

10. Data Protection

Where we process personal data on your behalf:

• You are the Data Controller

• We are the Data Processor

Processing will occur strictly in accordance with your written instructions and applicable law.

We will delete third-party data within six weeks of termination unless otherwise agreed in writing.

Additional compliance work, audits or subject access responses are chargeable at our standard rate.

You remain solely responsible for lawful data collection and platform compliance.

11. Limitation of Liability

To the fullest extent permitted by law:

• We shall not be liable for indirect, incidental or consequential losses, including loss of profit, revenue, goodwill or opportunity

• Our total aggregate liability shall not exceed the fees paid for the specific services giving rise to the claim

• Nothing excludes liability where exclusion is unlawful

12. Non-Solicitation

You agree not to directly hire or contract any employee, contractor or associate introduced through our services during the engagement or within 12 months following termination without written agreement.

Breach of this clause will result in a release fee equivalent to six months of that individual’s contracted value.

13. Termination

Either party may terminate this agreement for material breach not remedied within 14 days of written notice.

We may terminate immediately without notice in the event of:

• Repeated failed or late payments

• Persistent non-cooperation

• Failure to provide required information

• Insolvency

• Unlawful instructions

Upon termination:

• All outstanding invoices become immediately due and payable

• Any payment plan instalments remain due in full

• Any fees paid to date are strictly non-refundable

• No refunds will be issued for unused time, sessions or deliverables

• Work already scheduled during a notice period remains chargeable

Termination does not relieve you of any accrued or future payment obligations arising from a signed agreement.

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14. Governing Law

This agreement is governed by English law and subject to the exclusive jurisdiction of the English courts.