Terms of business

Read our terms and conditions of business

Terms of Business

These terms of business (Terms), along with the attached sales order, schedule of service and data processing agreement, (and for Survey Platform subscriptions the End User License Agreement (EULA) with WorkBuzz), form the contract between you and us. Where we say you, yourself or your in these Terms we refer to the client identified in the sales order and where we say we, us or our we mean Edgecumbe Consulting Group Limited, a company registered in England with registered address Whitefriars, Lewins Mead, Bristol BS1 2NT and company number 03033236.

1. Sales order and schedule of service

The sales order and schedule of service identifies the scope of work we will deliver. Please let us know promptly if you think anything in these documents are inaccurate. 

2. Who will perform services for you?

Our services may be performed by any of our directors, employees, contractors or agents (our personnel). We will always ensure that personnel of the right qualification and seniority are engaged in the performance of the services. However, unless the sales order or schedule of service says that a particular individual will perform the services, we will have discretion to decide which of our personnel perform the services.

3. Our fees

The sales order and/or schedule of service sets out our fees:

For professional fees: These may be specified as an estimate, as a fixed fee, or with a formula for calculating them (for example, hourly or daily rates for our personnel). We will update you regularly on actual fees incurred where we have given you an estimate or a formula for calculating our fees. We review the rates for our personnel annually and we will let you know what impact, if any, a review has on the amount we will charge you for future work (a review will only impact charges for work additional to that set out in this sales order and/or schedule of service, for which the original rates quoted will continue to apply for the original scope of work). Our fees and payment arrangements constitute commercially sensitive information and are confidential.

If you ask us to perform additional services, we will provide a revised or additional sales order and/or schedule of service. Your instruction for us to perform the additional services will constitute your acceptance of the revised fee.

Fees for professional services purchased in conjunction with a subscription to our Survey Platform will be invoiced together, unless otherwise agreed in writing.

For Survey Platform subscription fees: Subscription fees are outlined in the schedule of services provided with these terms.

Your subscription starts from the date of the EULA and will remain in force for one full calendar year.

Subscriptions are sold subject to a minimum 12-month period. Your subscription will automatically renew for a further twelve months after the initial term, and then for a further twelve months upon every subsequent anniversary date. It may be terminated by you giving us one months’ notice in writing which expires no earlier than the end of the initial term or subsequent anniversary date.

Our platform fees vary according to the number of users on the platform. Upon renewal, the costs for the year ahead will be charged according to the number of users at the point of renewal.  Provided there is no change to the monthly fee per user, we will adjust the future invoice or direct debit accordingly, without needing to provide notice.

Subscription Fees increase annually by the greater of five per-cent (5%) or the annual rate of UK inflation (CPI). These increases will apply at each renewal date.   Any other changes to the pricing structure will be communicated to you in writing with at least 60 days’ notice and will only come into effect at the next contract renewal point. 

4. Expenses

Where our personnel need to travel to any venue that is not their normal place of work to deliver the services, we will recharge the reasonable expenses they incur for travel, accommodation and subsistence. Our personnel will travel by standard rail or air fare and use taxis or public transport between the train station or airport and the venue. If our personnel use a personal car, we will charge mileage to and from the venue at 65p per mile. We will charge all other travel and subsistence expenses, including any necessary overnight hotel accommodation and car parking, at cost. If you would like an indication of expected expenses, please contact us. This indication is not a quote and will be subject to change until all expenses required are completed. We will not be subject to your expenses policy or any expense payment process requirements you may have unless we expressly agree them in writing. 

5. Purchase orders

If your organisational processes require you to issue a purchase order number to enable payment for your purchase of services from us, please specify it on the sales order. If you would like us to observe any other invoicing arrangements (for example sending copy e-mail invoices to particular recipients) you should specify it on the sales order, and we will endeavour to follow them. If you do not provide a purchase order number, we will send all invoices without a purchase order number.

If additional documents are required from us to facilitate payment these must be requested at this time also.

No terms and conditions or other text you purport to have legal effect (including where included on any purchase order you provide to us) shall be binding on us or form part of the contract between you and us. 

6. Terms of payment

We will invoice you monthly in arrears for professional services and annually in advance for platform services unless otherwise agreed in writing. You must pay us within thirty (30) days from the date of the invoice in Great British Pounds sterling.  Any variation to these invoicing arrangements which has been agreed between us prior to commencement of the services will supersede this clause 6 and will be specified in the contract.

All sums payable by you to us under this agreement shall be paid in full and without set-off, counterclaim or deduction. Please note that we are entitled to charge interest on late payments in line with the Late Payment of Commercial Debts Regulations 2002.

In the event that invoices for survey platform subscriptions remain unpaid for seven (7) days after the agreed payment date we shall be entitled to disable the Client’s password, account and access to all or part of the Services with immediate effect and shall be under no obligation to provide any or all of the Services while the invoice(s) remain unpaid. 

7. VAT

If the Place of Supply of the work is the UK, you are a UK business, a non-UK business undertaking work in the UK, a private client or do not wish to use an applicable Reverse Charge procedure, VAT will be charged on all fees, expenses and materials.

If you are a business domiciled outside the UK but in the EC then on production of your tax number the Reverse Charge procedure will be used and you will be responsible for accounting for VAT under EC Council Directive 2006/112/EC. If you do not produce the tax number, we will charge UK VAT on all fees, expenses and materials.

If you are a business domiciled outside the UK but in the EC and do not have a tax number, then on receipt of proof that you are a designated business, we will not charge VAT on the invoice for the work under our agreement with you. You will be responsible for accounting for VAT under EC Council Directive 2006/112/EC. Examples of acceptable proof of your status as a designated business are certificates from fiscal authorities, business letterheads, or other commercial documents indicating the nature of your activities.  If you do not provide acceptable proof, we will charge UK VAT on all fees, expenses and materials.

If you are a business domiciled outside the UK but in the EC and the services we will perform for you will not be performed in the UK or EC, we will not charge UK VAT for the work under our agreement with you. If the circumstances which permit this exemption from VAT change, UK VAT may become chargeable. Whilst we will endeavour to identify any changes in our service provision or legislation with the potential to require a change in VAT charging, it is your responsibility to notify us of any change in circumstances which may require us to charge VAT.

If you are a business domiciled outside the UK and the EC and the services we will perform for you will not be performed in the UK or EC, we will not charge UK VAT for the work under our agreement with you. 

8. Withholding tax

If an invoice for services provided to you is treated using Withholding Tax, we will charge an administration fee of £50.  On signing this contract, please inform us if you wish to use the Withholding Tax system so that the administration charge can be added to your invoice. 

9. Target dates for completion

Where target dates for completion have been agreed between us they will be included on the email sent with the contract.  Where a target date for completion of a service is not given, we will aim to agree a date with you as soon as possible, and in any case within 6 weeks of the start of our performance of the services. If you do not agree the target date for completion within this period we will be entitled, acting reasonably, to specify a reasonable target date for completion taking account of the complexity of the services.

10. Cancellation, postponement, and termination

Professional services: If you cancel or postpone professional services we have agreed to perform you must pay us the following:

  • if you cancel or postpone more than four (4) weeks in advance of the agreed date for the commencement of services: any non-refundable expenses we have incurred;
  • if you cancel or postpone more than two (2) weeks but less than four (4) weeks in advance of the agreed date for the commencement of services: fifty percent (50%) of the total fee and any non-refundable expenses we have incurred; and
  • if you cancel or postpone two (2) weeks or less in advance of the agreed date for the commencement of services: one hundred percent (100%) of the total fee and any non- refundable expenses we have incurred.

If we are able to substitute the services we were due to perform for you with alternative fee-paying business of equivalent value during the period covered by the cancellation or postponement fee, we will waive the specified fee other than the amount due in respect of any non-refundable expenses we have incurred.

If for any reason we cannot perform a consultancy event we have agreed to perform, we will endeavour to arrange an alternative consultancy event at a convenient time for you, but we will not be liable if we cannot find a mutually convenient time.

Either you or we may terminate a contract immediately by serving written notice to that effect on the other if at any time any one or more of the following events occurs: (a) the other makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or (b) a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other; or (c) anything analogous to any of the foregoing occurs to the other under the law of any jurisdiction; or (d) the other ceases to carry on business; or (e) the other commits a material breach of a contract and in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days after being served with a written notice specifying the breach and requiring it to be remedied.

Survey platform subscription services: For the avoidance of doubt, in the event that you seek to terminate the contract during the initial term or any subsequent 12 month extension period that commences on each anniversary of this agreement (subject to any termination by you in accordance with the terms of this agreement) for any reason other than those set out in this clause 10 (where proven), You shall be liable to pay immediately all sums due including all outstanding subscription fees unless we agree otherwise.

Either party to this Agreement may terminate the Agreement immediately by giving the other party notice if:

  • That other party commits an irremediable material breach of this Agreement; or
  • Where the breach is remediable, that party gives notice to the other party to remedy the breach and the defaulting party fails to do so within twenty-eight (28) days of the notice.

Either party may terminate this Agreement immediately by giving notice to the other if the other party ceases to trade or disposes of its business or threatens to do so or if the other begins, is party to, consents to, or is otherwise subject to, proceedings under the law relating to bankruptcy, distress, receivership, administration, insolvency or the relief of creditors or enters into arrangements benefiting its creditors. 

11. Client dependencies

For us to perform the services set out in the sales order and/or schedule of service we will need you to provide us with reasonable assistance and information from time to time. We will inform you in writing of any information or personnel requirements to fulfil our services to you.  Any client dependencies specific to the project will be provided in the sales order and/or schedule of service and these terms of business. If you are unable to provide this assistance or information for any reason, we may be delayed in completing the performance of the services, and our fees may increase.  

12. Facilities and equipment

Where a service we have agreed to perform requires a venue you must provide a suitable venue and any equipment at the venue we reasonably specify, along with appropriate refreshments at the venue. You will be responsible for the health and safety of all attendees, including our personnel who attend, and you must ensure our personnel are covered by adequate public liability insurance whilst they are on your premises or any premises you arrange. 

13. Reporting and communications

If you would like us to take instruction only from named individuals, please let us know who and to what level their authority of instruction extends.

For Surveys:  Any reports produced by us with the agreement of the client will be anonymous and aggregated into demographic groups.  Minimum number of respondents in each demographic group will be agreed during the project set up phase.  The distribution of reports generated under this contract is at your sole discretion. 

14. Intellectual property

For the purposes of these Terms Intellectual Property Rights means all patents, trademarks, service marks, designs, utility models, copyright, database rights, semi-conductor topography rights, inventions, trade secrets and other confidential information, know- how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.

As between you and us, we retain all Intellectual Property Rights and other rights in all of our pre-existing materials and will own all Intellectual Property and other rights in the output of any services we provide to you and otherwise created in the performance of any services for you. Provided you pay all charges due to us, we hereby grant to you free of charge and on a perpetual, non-exclusive, non-transferable, worldwide basis the right to use the output of any services we provide to you solely for your internal business services, and the right to use our pre-existing materials solely to the extent necessary to allow you to use the output of the services in accordance with this paragraph. Where our pre-existing materials are software products or services your right to use and access the same will be subject to your agreement to the terms of any applicable end user licence agreement.

As between you and us, you retain all Intellectual Property Rights and other rights in all of your pre-existing materials. You hereby grant us a non-exclusive, worldwide, royalty-free right to use your pre-existing materials to the extent necessary for us to perform the services.

You acknowledge that, where we do not own any of our pre-existing materials, your right to use them is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license or sub-license such rights to you.

15. Publication and altering of content

We accept no responsibility for any consequences of any of the content added by you.  You agree not to publish or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or racially or ethnically derogatory content, or any content expressing hate toward any person or group of persons due to age, race, religion, colour, creed, national origin, or sexual orientation.  You agree to indemnify, defend, and hold Edgecumbe Consulting Group Ltd harmless from and against all actions brought by a third party as a result of the publication or transmission of such material or information as described above or as a result of your use in any way of the services provided by us. 

16. Limit of liability and Professional Indemnity Insurance

Our aggregate liability to you under our contract with you for all claims, actions or demands brought under or in connection with it (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) shall not exceed the total fee specified in the sales order and/or schedule of service.

We shall not be liable to you (whether by reason  of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) for any: (a) loss of profits; or (b) damage to reputation; or (c) loss of anticipated savings; or (d) loss of anticipated revenues; or (e) loss of business opportunities; or (f) loss of contracts; or (g) loss of goodwill; or (h) loss or corruption of any data; or (i) claim, action or demand made against you by any third party; or (j) any indirect loss, damage, cost, expense or claim whatsoever; which arises out of or in connection with this agreement.

Nothing in our contract with you shall operate to limit or exclude our liability to you for any death or personal injury caused by the negligence of us or any of our employees or agents, for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot lawfully be limited or excluded.

You acknowledge and agree that the exclusions and limitations of liability specified in this paragraph 16 reflect the charges payable to us under our contract with you, your responsibility for applying and interpreting the output of any services we perform for you in your business and are fair and reasonable in all the circumstances. 

17. Data protection and storage of information

  • For services provided where Edgecumbe is the data controller:

As data controller we will comply with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities. The personal data we hold is used to deliver contracted services and products, and only for the stated purpose.

We will retain documents and electronic files relating to the services we perform for you until we are requested to delete it. We may also retain certain personal data for such period of time as we consider necessary to comply with our legal, audit, and any other regulatory requirements. During the period of storage, we will take all reasonable steps to ensure the documents and electronic files are held securely.

  • For services provided where Edgecumbe is the Data Processor:

As data processor we will only process personal data in accordance with documented instructions communicated from time to time by the data controller.   We will also comply with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.   The personal data we hold is used to deliver contracted services and products, and only for the stated purpose.

We will retain documents and electronic files relating to the services we perform for you in line with the requirements of the data controller, or if the data controller has not provided a deletion policy, we will hold the data until we are requested to delete it.  In some cases, we may be required to retain certain personal data for such period of time as is necessary to comply with our legal, audit, and any other regulatory requirements. During the period of storage, we will take all reasonable steps to ensure the documents and electronic files are held securely.

Regardless of our status as either a data controller or data processor, where  through the performance of services we gather data in reports or data sheets or from psychometric or other questionnaires, we have a legitimate interest under article 6 of the UK GDPR and a permitted exception under article 9.j. to use this personal and special category data in order to anonymise those data for scientific and statistical research purposes to:

  • produce relevant norm groups so that individuals, teams, and organisations can compare themselves to others;
  • improve the quality of our services and products;
  • conduct and publish research to provide thought leadership in our field.

We always ensure individual participants can have their data excluded from the anonymisation process if they choose to.

For further details on what information we hold, how we use it and your rights regarding that information, please navigate to https://www.edgecumbe.co.uk/privacy-statement/ to view our privacy statement.

Where we are the data controller or the data processor and where no Data Processing/Sharing Agreement (DPA) has been agreed, we will adhere to the terms set out in our own DPA to ensure compliance with applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.

18. Confidentiality

Each of you and we shall safeguard and keep confidential the terms of contracts and any and all confidential information acquired in relation to the business or affairs of the other party. Neither you nor we shall use or disclose the other’s confidential information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this contract. You and we shall each ensure that its officers and employees and any other persons to whom confidential information is disclosed comply with the provisions of this paragraph 18. The obligations in this paragraph 18 shall not apply to any information to the extent that such information: (a) is publicly available or becomes publicly available through no act or omission of the receiving party; or (b) is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority. The provisions of this paragraph 18 shall survive any termination of a contract. We agree that, completed surveys, reports on individuals and teams, individual and team psychometric reports and/or data sheets, and all written and oral communications naming individuals constitute confidential information which shall remain confidential perpetually. 

19. Miscellaneous provisions

Assignment and sub-contracting: You may not assign, sub-contract or otherwise dispose of any of your rights or obligations under a contract with us without our prior written consent. We may assign, sub-contract or otherwise dispose of any of our rights or obligations under a contract with you without your consent provided the assignee, sub- contractor, or other party to which the rights and/or obligations are disposed commits in writing to you to continue to be bound by the terms of the contract.

No partnership or agency: Nothing in a contract between you and us shall constitute any partnership or be deemed to have created any relationship of agency, and unless expressly stated neither you nor we shall have the authority to contract on behalf of or otherwise bind the other in any way.

Entire agreement: These Terms, and the relevant sales order, schedule of service and data processing agreement, (and for Survey Platform subscriptions the EULA) form the contract between you and us and shall constitute the entire agreement and understanding in respect of that contract and shall supersede any previous agreements between the parties in connection with its subject matter.

Severability: If any provision of a contract is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of that contract not affected by such invalidity or unenforceability shall remain in full force and effect.

Third party rights: Unless expressly stated in a contract, nothing in it shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

Waiver: If you or we don’t enforce rights under a contract as soon as the right to enforce them arises that does not prevent you or us from enforcing them in the future, or if the rights arise again in different circumstances (for example, if we agree not to charge you a cancellation fee we could charge you on one occasion, that does not mean we cannot charge you a cancellation fee in the future). The rights and remedies provided in a contract are cumulative and are additional to any rights or remedies provided by law.

Variation: No variation to a contract shall be effective unless made in writing and signed by authorised representatives of both you and us.

Force majeure: If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

  • Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
  • Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other extreme natural physical disaster;

Notices: Any notice or other communication given to a party under or in connection with this agreement must be in writing and delivered to:

  • For the client: Edgecumbe’s authorised client representative.
  • For Edgecumbe: Edgecumbe’s contract manager for the services provided.

20. Governing law and jurisdiction

These Terms and any contract we enter with you shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with these Terms and/or any contract we enter with you shall subject to the following provision be subject to the jurisdiction of the English courts. Nothing in this paragraph shall limit our right to take proceedings against you in any other court of competent jurisdiction in the jurisdiction in which you are incorporated or have any trading presence, nor shall our taking proceedings in any one or more jurisdictions preclude us taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You may not bring proceedings against us other than in the English courts. 

21. Copyright

The contents of the Edgecumbe Consulting Group websites (www.edgecumbe.co.uk, www.edgecumbehealth.co.uk, www.edgecumbeconsulting.co.uk, www.employesurveys.co.uk and www.doctor360.co.uk) are protected by copyright: ©2019 Edgecumbe Consulting Group Limited and/or its agents, clients and suppliers. Reproduction of part or all of the Edgecumbe Consulting Group Limited websites is prohibited other than in accordance with this notice. All rights are reserved.

22. Use of content

We grant you the non-exclusive right to use material from the Edgecumbe Consulting Group Limited websites provided that:

  • the material is copied solely for educational and personal use and will not be copied or posted on any network, computer, web site or publication or broadcast in any media or distributed by any means for any commercial purpose whatsoever;
  • the material shall not be amended or modified in any way; and
  • the copyright notice originally included in the material shall appear on all copies

Testimonials and feedback comments are from clients who wish to remain anonymous due to the nature of 360 feedback and data protection.

23. Other websites

We cannot accept responsibility for any other website which you may access through the Edgecumbe Consulting Group Limited websites. Such links are provided only for convenience and we cannot endorse or accept any responsibility for the contents or the use of any such websites. We also disclaim any responsibility for any views which may be expressed on the Edgecumbe Consulting Group Limited websites or on any websites which may be linked to the Edgecumbe Consulting Group Limited websites.

24. Disclaimer

We do our best to ensure that information on the Edgecumbe Consulting Group Limited websites is correct but we do not accept any liability whatsoever for its content or for errors or omissions.

We cannot guarantee that everything on the Edgecumbe Consulting Group Limited websites is free from viruses or defects and assume no responsibility whatsoever for any damage to visitors’ computers or any other equipment.

Information on the Edgecumbe Consulting Group Limited websites is provided “as is” without any warranties of any kind. To the fullest extent permitted by law, we and our suppliers exclude all warranties, including, without limitation, warranties of merchantability, non-infringement of third-party rights and fitness for a particular purpose. We and our suppliers make no warranties about the accuracy, reliability, completeness or timeliness of the material, information, services, software, text, graphics or links. In no event will we be liable to any party for any damages whether direct, indirect, incidental, special, consequential or other for any use or inability to use the Edgecumbe Consulting Group Limited websites or its contents, or of any hyperlinked website, including, without limitation, any damages for lost profits, business interruption, loss of programs or other data, even if we are expressly advised of the possibility of such damages.

Information on the Edgecumbe Consulting Group Limited websites may contain technical inaccuracies or typographical errors. The information contained on the Edgecumbe Consulting Group Limited websites may be changed at any time without prior notification to you.

25. Privacy policy

If you give us personal information in order to receive information from us, we collect and store that information. That information enables us to fulfil your information request. If you review or download information, we track the visit. That information is helpful, amongst other things, to provide you with tailored information and to give us information about your use of the Edgecumbe Consulting Group Limited websites.

Information submitted via the Edgecumbe Consulting Group Limited websites will not be passed on to any other organisation.

26. English law & refund policy

These terms and your use of the Edgecumbe Consulting Group Limited websites shall be governed by and in accordance with English law. If any provision of these exclusions and disclaimers shall be unlawful, void or for any reason.

We are a company that welcomes feedback – if you can provide us with any comments on our service, please contact us on 0117 3328255 or email us on enquiries@edgecumbe.co.uk

Terms of Business

These terms of business (Terms), along with the attached invoice and/or your payment form the contract between you and us. Where we say you, yourself or your in these Terms we refer to the client identified on the invoice and where we say we, us or our we mean Edgecumbe Consulting Group Limited, a company registered in England with registered address Whitefriars, Lewins Mead, Bristol BS1 2NT and company number 03033236. Edgecumbe Health is one of our trading names.

Please note that specific terms of business may be agreed within a separate contract for organisation -based agreements.

1. Correspondence and invoice

The correspondence we have had with you and the invoice, PayPal or Stripe payment identifies the requirements you have told us about and the scope of work we will deliver to you. You must let us know promptly if you think anything on the invoice is inaccurate.

2. Service performers

Our services may be performed by any of our directors, employees, contractors or agents (our Personnel). We will always ensure that Personnel of the right qualification and seniority are engaged in the performance of the services. However, we will have discretion to decide which of our Personnel perform the services.

3. Payment flow and delivery policy

Payments for Edgecumbe administrated 360 feedback exercises are to be made via our website order page. (As opposed to volume orders from organisations).

We will invite the participant(s) you have specified to start their 360-feedback exercise(s) within 2 working days of receipt of full payment for the services ordered. The invitation will be sent via email from support@edgecumbe.co.uk to the participant email address that you have entered on the order page.

4. Our fees

Our website and/or correspondence sets out our fees. These may be specified as an estimate, as a fixed fee, or with a formula for calculating them (for example, hourly or daily rates for our Personnel). We will update you regularly on actual fees incurred where we have given you an estimate or a formula for calculating our fees. We review our rates annually and we will let you know what impact, if any, a review has on the amount we will charge you (a review will only impact charges for work additional to that which is set out in the client set up email, for which the original rates quoted will continue to apply for the original scope of work). There is an administrative charge on invoices for less than 10 feedback licences and for payments made over the phone – these charges are listed on our website ‘Buy Online’ page. Our fees and payment arrangements constitute commercially sensitive information and are confidential.

Invoice requests for orders of under 10 feedback licences will incur an administrative surcharge of £7.50 + VAT (£9).

Fees for organisation-based contracts are based on volume orders.

5. Expenses

You must reimburse us for travel from home to any venue by our Personnel where that venue is not their ordinary place of work. Our Personnel will travel by rail or air and use taxis or public transport between the train station or airport and the venue. Where reasonable, our Personnel will use first class travel to a maximum of 115% of the cost of standard travel. If our Personnel use a personal car, we will charge mileage to the venue at 55p per mile. We will charge all other travel and subsistence expenses, including any necessary overnight hotel accommodation and car parking, at cost. We will not be subject to your expenses policy or any expense payment process requirements you may have unless we expressly agree them in a contract or Sales Order.

6. Purchase orders

If your purchase of services from us requires you to issue a purchase order number, you must specify it at the time of ordering. If you would like us to observe any other invoicing arrangements (for example sending copy e-mail invoices to particular recipients) you should let us know and we will endeavour to follow them. If you do not provide a purchase order number, we will send all invoices for the relevant services without a purchase order number. No terms and conditions or other text you purport to have legal effect (including where included on any purchase order you provide to us) shall be binding on us or form part of the contract between you and us.

7. Cancellation and termination

For website orders, if you need to cancel services we have agreed to perform, please email engaged@edgecumbe.co.uk with confirmation of the service you would like to cancel, as well as the name and GMC number of the participant and the date that they received their invitation to use the service.

You are entitled to a full or partial refund under the following conditions:

  1. Feedback services have not yet been made use of, including any use of the online feedback account and the sending of a patient feedback pack; and
  2. You request the refund in writing, within 7 working days of the Doctor 360 feedback exercise being activated.

Either you or we may terminate a contract immediately by serving written notice to that effect on the other if at any time any one or more of the following events occurs:

  • (a) the other makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or
  • (b) a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other; or
  • (c) anything analogous to any of the foregoing occurs to the other under the law of any jurisdiction; or
  • (d) the other ceases to carry on business; or
  • (e) the other commits a material breach of a contract and in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days after being served with a written notice specifying the breach and requiring it to be remedied.

8. Credit expiration

Where a client terminates services with us, any outstanding credits will expire 6 months after the termination date.

Where a client doesn’t set up an exercise with us for 12 months, this will trigger a reminder to check in with them to see if they still wish to use our services. If they no longer wish to use our services or if they don’t respond to our reminder to check in, then any outstanding credits will expire 6 months
after the reminder to check in has been sent.

9. Facilities and equipment

Where a service we have agreed to perform requires a venue you must provide a suitable venue and any equipment at the venue we reasonably specify, along with appropriate refreshments at the venue. You will be responsible for the health and safety of all attendees, including all of our Personnel who attend, and you must ensure our Personnel are covered by adequate public liability insurance whilst they are on your premises or any premises you arrange. You must also perform any client dependencies specified in our correspondence. We reserve the right to make amendments to the question set in the Doctor 360 product during the period of this contract, as and when required, to ensure that the survey remains fit for purpose and meets the requirements of the regulatory bodies governing the appraisal and revalidation system.

10. Intellectual property

For the purposes of these Terms Intellectual Property Rights means all patents, trademarks, service marks, designs, utility models, copyright, database rights, semi-conductor topography rights, inventions, trade secrets and other confidential information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.

As between you and us, we retain all Intellectual Property Rights and other rights in all of our pre-existing materials and will own all Intellectual Property and other rights in the output of any services we provide to you and otherwise created in the performance of any services for you. Provided you pay all charges due to us, we hereby grant to you free of charge and on a perpetual, non-exclusive, non-transferable, worldwide basis the right to use the output of any services we provide to you solely for your internal business services, and the right to use our pre-existing materials solely to the extent necessary to allow you to use the output of the services in accordance with this paragraph. Where our pre-existing materials are software products or services your right to use and access the same will be subject to your agreement to the terms of any applicable end user licence agreement.

As between you and us, you retain all Intellectual Property Rights and other rights in all of your pre-existing materials. You hereby grant us a non-exclusive, worldwide, royalty-free right to use your pre-existing materials to the extent necessary for us to perform the services.

You acknowledge that, where we do not own any of our pre-existing materials, your right to use them is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle usto license or sub-license such rights to you.

11. Limit of liability and professional indemnity insurance

Our aggregate liability to you under our contract with you for all claims, actions or demands brought under or in connection with it (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) shall not exceed the total fee specified in the engagement letter.

We shall not be liable to you (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) for any:

  • (a) loss of profits; or
  • (b) damage to reputation; or
  • (c) loss of anticipated savings; or
  • (d) loss of anticipated revenues; or
  • (e) loss of business opportunities; or
  • (f) loss of contracts; or
  • (g) loss of goodwill; or
  • (h) loss or corruption of any data; or
  • (i) claim, action or demand made against you by any third party; or
  • (j) any indirect loss, damage, cost, expense or claim whatsoever; which arises out of or in connection with this agreement.

Nothing in our contract with you shall operate to limit or exclude our liability to you for any death or personal injury caused by the negligence of us or any of our employees or agents, for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot lawfully be limited or excluded. You acknowledge and agree that the exclusions and limitations of liability specified in this paragraph reflect the charges payable to us under our contract with you, your responsibility for applying and interpreting the output of any services we perform for you in your business and are fair and reasonable in all the circumstances.

12. Data protection and storage of information

12.1 For individual doctors using the Edgecumbe Dr360 service:

Edgecumbe is a data controller and will comply with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.  The personal data we hold is used to deliver contracted services and products, and only for the stated purpose.

We will retain documents and electronic files relating to the services we perform for you for such period of time as we consider necessary to comply with our legal, audit, and any other regulatory requirements. After this time, we will destroy documents in a secure manor and securely delete electronic files. During the period of storage, we will take all reasonable steps to ensure the documents and electronic files are held securely.

Where through the performance of services we gather data in reports or data sheets we are entitled to use the data for our internal research and our commercial purposes, provided that in doing so we use the data only in an anonymised format and respect any opt-outs from that use by individuals.

12.2 For NHS Trusts and GP Practices using the Edgecumbe Dr360 service for a group of doctors:

Edgecumbe is a data processor and will comply with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.  The personal data we hold is used to deliver contracted services and products, and only for the stated purpose.

We will retain documents and electronic files relating to the services we perform for you in line with the requirements of the data controller, or if the data controller has not provided a deletion policy, we will hold the data until we are requested to delete it.  We may also retain certain personal data for such period of time as we consider necessary to comply with our legal, audit, and any other regulatory requirements. During the period of storage, we will take all reasonable steps to ensure the documents and electronic files are held securely.

Where through the performance of services we gather data in reports or data sheets we are entitled to use the data for our internal research and our commercial purposes, provided that in doing so we use the data only in an anonymised format and respect any opt-outs from that use by individuals.

As data processor, where no data processing agreement (DPA) has been provided, we will adhere to the terms set out in our own DPA to ensure compliance with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.

Privacy statement

For further details on what information we hold, how we use it and your rights regarding that information, please click here to view our privacy statement.

13. Confidentiality

Each of you and we shall safeguard and keep confidential the terms of contracts and any and all confidential information acquired in relation to the business or affairs of the other party. Neither you nor we shall use or disclose the other’s confidential information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this contract. You and we shall each ensure that its officers and employees and any other persons to whom confidential information is disclosed comply with the provisions of this paragraph 13. The obligations in this paragraph 13 shall not apply to any information to the extent that such information:

  • (a) is publicly available or becomes publicly available through no act or omission of the receiving party; or
  • (b) is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority, including in the event that a feedback report indicates that a colleague may have a serious concern about a doctor’s performance or behaviour that could compromise patient safety, we may, on the request of the Responsible Officer, be obliged to provide the identity of said colleague in line with paragraph 25 of the Good Medical Practice Guide (2013).

The provisions of this paragraph 13 shall survive any termination of a contract. We agree that reports on individuals and teams, individual and team psychometric reports and/or data sheets, and all written and oral communications naming individuals constitute confidential information which shall remain confidentially perpetually.

14. Release of reports

Edgecumbe will endorse the release of reports under the following conditions:

  • The relevant self-assessment has been completed by the doctor
  • Feedback from a minimum of 6 Peers and 6 Support/Junior colleagues has been collected for the colleague report
  • Feedback from a minimum of 17 patients has been returned with a signed Patient Feedback Declaration Form for the patient report

We will upload a maximum of 50 patient questionnaires: further questionnaires can be uploaded for an additional charge, based on the data entry time taken.

Exceptions to these conditions will require written consent from the doctor’s Responsible Officer to release the report with feedback below the minimum requirements*. The doctor using this product understands that in this situation, Edgecumbe cannot confirm that the report achieves the generally accepted requisite level of reliability for medical appraisal. Further to this, the doctor using this product understands that once a Doctor 360 report is released, this will permanently end the feedback session and cannot be reopened to allow the addition of extra feedback responses thereafter.

*The absolute minimum number of feedback returns that we can accept for releasing a report is 3 Peers, 3 Support/Junior colleagues and 7 Patients.

15. Service materials

For each license used all materials required for collecting feedback will be available from the associated online feedback account, unless an alternative arrangement has been agreed between you and ECG for paper-based patient feedback. Paper packs can be purchased at an additional cost from the Doctor 360 website.

16. Miscellaneous provisions

Assignment and sub-contracting: You may not assign, sub-contract or otherwise dispose of any of your rights or obligations under a contract with us without our prior written consent. We may assign, sub-contract or otherwise dispose of any of our rights or obligations under a contract with you without your consent provided the assignee, sub-contractor, or other party to which the rights and/or obligations are disposed commits in writing to you to continue to be bound by the terms of the contract.

No partnership or agency: Nothing in a contract between you and us shall constitute any partnership or be deemed to have created any relationship of agency, and unless expressly stated neither you nor we shall have the authority to contract on behalf of or otherwise bind the other in any way.

Entire agreement: These Terms and the relevant engagement letter forming a contract shall constitute the entire agreement and understanding in respect of that contract and shall supersede any previous agreements between the parties in connection with its subject matter.

Severability: If any provision of a contract is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of that contract not affected by such invalidity or unenforceability shall remain in full force and effect.

Third party rights: Unless expressly stated in a contract, nothing in it shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

Waiver: If you or we don’t enforce rights under a contract as soon as the right to enforce them arises that does not prevent you or us from enforcing them in the future, or if the rights arise again in different circumstances (for example, if we agree not to charge you a cancellation fee we could charge you on one occasion, that does not mean we can not charge you a cancellation fee in the future). The rights and remedies provided in a contract are cumulative and are additional to any rights or remedies provided by law.

Variation: No variation to a contract shall be effective unless made in writing and signed by authorised representatives of both you and us.

17. Governing law and jurisdiction

These Terms and any contract we enter with you shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with these Terms and/or any contract we enter with you shall subject to the following provision be subject to the jurisdiction of the English courts. Nothing in this paragraph shall limit our right to take proceedings against you in any other court of competent jurisdiction in the jurisdiction in which you are incorporated or have any trading presence, nor shall our taking proceedings in any one or more jurisdictions preclude us taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You may not bring proceedings against us other than in the English courts. We are a company that welcomes feedback – if you can provide us with any comments on our service, please contact us on 01173 328 277 or email us on support@edgecumbe.co.uk

18. Copyright

The contents of the Edgecumbe Group websites (www.edgecumbe.co.uk, www.edgecumbehealth.co.uk, www.edgecumbeconsulting.co.uk, www.employesurveys.co.uk and www.doctor360.co.uk) are protected by copyright: ©2019 Edgecumbe Consulting Group Limited and/or its agents, clients and suppliers. Reproduction of part or all of the Edgecumbe Consulting Group Limited websites is prohibited other than in accordance with this notice. All rights are reserved.

19. Use of content

We grant you the non-exclusive right to use material from the Edgecumbe Consulting Group Limited websites provided that:

  • the material is copied solely for educational and personal use and will not be copied or posted on any network, computer, web site or publication or broadcast in any media or distributed by any means for any commercial purpose whatsoever;
  • the material shall not be amended or modified in any way; and
  • the copyright notice originally included in the material shall appear on all copies

Testimonials and feedback comments are from clients who wish to remain anonymous due to the nature of 360 feedback and data protection.

20. Other websites

We cannot accept responsibility for any other website which you may access through the Edgecumbe Consulting Group Limited websites. Such links are provided only for convenience and we cannot endorse or accept any responsibility for the contents or the use of any such websites. We also disclaim any responsibility for any views which may be expressed on the Edgecumbe Consulting Group Limited websites or on any websites which may be linked to the Edgecumbe Consulting Group Limited websites.

21. Disclaimer

We do our best to ensure that information on the Edgecumbe Consulting Group Limited websites is correct, but we do not accept any liability whatsoever for its content or for errors or omissions.

We cannot guarantee that everything on the Edgecumbe Consulting Group Limited websites is free from viruses or defects and assume no responsibility whatsoever for any damage to visitors’ computers or any other equipment.

Information on the Edgecumbe Consulting Group Limited websites is provided “as is” without any warranties of any kind. To the fullest extent permitted by law, we and our suppliers exclude all warranties, including, without limitation, warranties of merchantability, non-infringement of third-party rights and fitness for a particular purpose. We and our suppliers make no warranties about the accuracy, reliability, completeness or timeliness of the material, information, services, software, text, graphics or links. In no event will we be liable to any party for any damages whether direct, indirect, incidental, special, consequential or other for any use or inability to use the Edgecumbe Consulting Group Limited websites or its contents, or of any hyperlinked website, including, without limitation, any damages for lost profits, business interruption, loss of programs or other data, even if we are expressly advised of the possibility of such damages.

Information on the Edgecumbe Consulting Group Limited websites may contain technical inaccuracies or typographical errors. The information contained on the Edgecumbe Consulting Group Limited websites may be changed at any time without prior notification to you.

22. Privacy policy

If you give us personal information in order to receive information from us, we collect and store that information. That information enables us to fulfil your information request. If you review or download information, we track the visit. That information is helpful, amongst other things, to provide you with tailored information and to give us information about your use of the Edgecumbe Consulting Group Limited websites.

If you elect to pay for services using the Stripe system (i.e. you elect to pay by credit/debit card), by doing so you accept the terms of their privacy policy, which you can view here, Stripe Inc.

Information submitted via the Edgecumbe Consulting Group Limited websites will not be passed on to any other organisation.

23. English law & refund policy

These terms and your use of the Edgecumbe Consulting Group Limited websites shall be governed by and in accordance with English law. If any provision of these exclusions and disclaimers shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

If you are an individual who has purchased Dr 360 via the website/invoice.

By your consumer rights you are entitled to a full refund under the following conditions:

  • Feedback services have not yet been made use of, including any use of the online feedback account and the sending of a patient feedback pack;
  • The refund is requested in writing, within 7 working days of the Doctor 360 feedback account being activated

We are a company that welcomes feedback – if you can provide us with any comments on our service, please contact us on 0117 3328277 or email us on support@edgecumbe.co.uk

Terms of business

These terms of business (Terms), along with the attached engagement letter form the contract between you and us. Where we say you, yourself or your in these Terms we refer to the client identified in the engagement letter and where we say we, us or our we mean Edgecumbe Consulting Group Limited, a company registered in England with registered address Whitefriars, Lewins Mead, Bristol BS1 2NT and company number 03033236. Edgecumbe Health is one of our trading names.

1. Engagement letter

The engagement letter we have with you identifies your objectives and requirements you have told us about and the scope of work we will deliver to you. You must let us know promptly if you think anything in the engagement letter is inaccurate.

2. Who will perform services for you

Our services may be performed by any of our directors, employees, contractors or agents (our Personnel). We will always ensure that Personnel of the right qualification and seniority are engaged in the performance of the services. However, unless the engagement letter says that a particular individual will perform the services, we will have discretion to decide which of our Personnel perform the services.

3. Our fees

The engagement letter sets out our fees. These may be specified as an estimate, as a fixed fee, or with a formula for calculating them (for example, hourly or daily rates for our Personnel). We will update you regularly on actual fees incurred where we have given you an estimate or a formula for calculating our fees. We review the rates for our Personnel annually and we will let you know what impact, if any, a review has on the amount we will charge you (a review will only impact charges for work additional to that which is set out in this engagement letter, for which the original rates quoted will continue to apply for the original scope of work). The engagement letter sets out when we will raise invoices and when they are payable. Our fees and payment arrangements constitute commercially sensitive information and are confidential.

4. Expenses

You must reimburse us for travel from home to any venue by our Personnel where that venue is not their ordinary place of work. Our Personnel will travel by rail or air and use taxis or public transport between the train station or airport and the venue. Where reasonable, our Personnel will use first class travel to a maximum of 115% of the cost of standard travel. If our Personnel use a personal car, we will charge mileage to the venue at 55p per mile. We will charge all other travel and subsistence expenses, including any necessary overnight hotel accommodation and car parking, at cost. We will not be subject to your expenses policy or any expense payment process requirements you may have unless we expressly agree them in the engagement letter.

5. Purchase orders

If your purchase of services from us requires you to issue a purchase order number, you must specify it on the engagement letter. If you would like us to observe any other invoicing arrangements (for example sending copy e-mail invoices to particular recipients) you should let us know and we will endeavour to follow them. If you do not provide a purchase order number, we will send all invoices for the relevant services without a purchase order number.
No terms and conditions or other text you purport to have legal effect (including where included on any purchase order you provide to us) shall be binding on us or form part of the contract between you and us.

6. Cancellation, postponement, and termination

If you cancel or postpone services we have agreed to perform, you must pay us the following:

  • i. if you cancel more than eight (8) weeks in advance of the agreed date for the commencement of services – any non-refundable expenses we have incurred;
  • ii. if you postpone more than four (4) weeks but less than eight (8) weeks in advance of the agreed date for the commencement of services – twenty five percent (25%) of the total fee and any non-refundable expenses we have incurred;
  • iii. if you cancel more than four (4) weeks but less than eight (8) weeks in advance of the agreed date for the commencement of services – fifty percent (50%) of the total fee and any non-refundable expenses we have incurred;
  • iv. if you postpone more than two (2) weeks but less than four (4) weeks in advance of the agreed date for the commencement of services – fifty percent (50%) of the total fee and any non-refundable expenses we have incurred;
  • v. if you cancel four (4) weeks or less in advance of the agreed date for the commencement of services – one hundred percent (100%) of the total fee and any non-refundable expenses we have incurred; and
  • vi. if you postpone two (2) weeks or less in advance of the agreed date for the commencement of services – one hundred percent (100%) of the total fee and any non-refundable expenses we have incurred.

If the service is not rebooked, or is postponed a second time, this will be treated as a cancellation and cancellation charges will apply as above.

If, however, we are able to substitute the services we were due to perform for you with alternative fee-paying business of equivalent value during the period covered by the cancellation or postponement fee, you will not have to pay us the specified fee, other than the amount in respect of any non-refundable expenses we have incurred.

If for any reason we cannot perform a consultancy event we have agreed to perform, we will endeavour to arrange an alternative consultancy event at a convenient time for you, but we will not liable if we cannot find a mutually convenient time.

Either you or we may terminate a contract immediately by serving written notice to that effect on the other if at any time any one or more of the following events occurs: (a) the other makes any voluntary arrangement with its creditors or becomes bankrupt or enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction); or (b) a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any material part of the property or assets of the other; or (c) anything analogous to any of the foregoing occurs to the other under the law of any jurisdiction; or (d) the other ceases to carry on business; or (e) the other commits a material breach of a contract and in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days after being served with a written notice specifying the breach and requiring it to be remedied.

7. Facilities and equipment

Where a service we have agreed to perform requires a venue you must provide a suitable venue and any equipment at the venue we reasonably specify, along with appropriate refreshments at the venue. You will be responsible for the health and safety of all attendees, including all of our Personnel who attend, and you must ensure our Personnel are covered by adequate public liability insurance whilst they are on your premises or any premises you arrange.

You must also perform any client dependencies specified in our engagement letter.

8. Intellectual property

For the purposes of these Terms Intellectual Property Rights means all patents, trademarks, service marks, designs, utility models, copyright, database rights, semi-conductor topography rights, inventions, trade secrets and other confidential information, know-how, business names and all other intellectual property rights of a similar nature in any part of the world, whether registered, registrable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights.

As between you and us, we retain all Intellectual Property Rights and other rights in all of our pre-existing materials and will own all Intellectual Property and other rights in the output of any services we provide to you and otherwise created in the performance of any services for you. Provided you pay all charges due to us, we hereby grant to you free of charge and on a perpetual, non-exclusive, non-transferable, worldwide basis the right to use the output of any services we provide to you solely for your internal business services, and the right to use our pre-existing materials solely to the extent necessary to allow you to use the output of the services in accordance with this paragraph. Where our pre-existing materials are software products or services your right to use and access the same will be subject to your agreement to the terms of any applicable end user licence agreement.

As between you and us, you retain all Intellectual Property Rights and other rights in all of your pre-existing materials. You hereby grant us a non-exclusive, worldwide, royalty-free right to use your pre-existing materials to the extent necessary for us to perform the services.

You acknowledge that, where we do not own any of our pre-existing materials, your right to use them is conditional on us obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license or sub-license such rights to you.

9. Limit of liability and Professional Indemnity Insurance

Our aggregate liability to you under our contract with you for all claims, actions or demands brought under or in connection with it (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) shall not exceed the total fee specified in the engagement letter.

We shall not be liable to you (whether by reason of any negligence by us or any of our employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term, or otherwise) for any: (a) loss of profits; or (b) damage to reputation; or (c) loss of anticipated savings; or (d) loss of anticipated revenues; or (e) loss of business opportunities; or (f) loss of contracts; or (g) loss of goodwill; or (h) loss or corruption of any data; or (i) claim, action or demand made against you by any third party; or (j) any indirect loss, damage, cost, expense or claim whatsoever; which arises out of or in connection with this agreement.

Nothing in our contract with you shall operate to limit or exclude our liability to you for any death or personal injury caused by the negligence of us or any of our employees or agents, for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot lawfully be limited or excluded.

You acknowledge and agree that the exclusions and limitations of liability specified in this paragraph 9 reflect the charges payable to us under our contract with you, your responsibility for applying and interpreting the output of any services we perform for you in your business, and are fair and reasonable in all the circumstances.

10. Data protection and storage of information

As data processor we will only process personal data in accordance with documented instructions communicated from time to time by the data controller. We will also comply with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities. The personal data we hold is used to deliver contracted services and products, and only for the stated purpose.

We will retain documents and electronic files relating to the services we perform for you in line with the requirements of the data controller, or if the data controller has not provided a deletion policy we will hold the data until we are requested to delete it.  In some cases we may be required to retain certain personal data for such period of time as is necessary to comply with our legal, audit, and any other regulatory requirements. During the period of storage we will take all reasonable steps to ensure the documents and electronic files are held securely.

Where through the performance of services we gather data in reports or data sheets or from psychometric or other questionnaires, we have a legitimate interest under article 6 of the UK GDPR and a permitted exception under article 9.j. to use this personal and special category data in order to anonymise your data for research purposes to:

  • produce relevant norm groups so that individuals, teams, and organisations can compare themselves to others
  • improve the quality of our services and products
  • conduct and publish research to provide thought leadership in our field.

We always offer individual participants the option to have their data excluded from being used this way.

For further details on what information we hold, how we use it and your rights regarding that information, please click here to view our privacy statement.

As data processor, where no Data Processing Agreement (DPA) has been provided by you, we will adhere to the terms set out in our own DPA to ensure compliance with any applicable data privacy laws and applicable recommendations by the Information Commissioner’s Office or other competent authorities.

11. Confidentiality

Each of you and we shall safeguard and keep confidential the terms of contracts and any and all confidential information acquired in relation to the business or affairs of the other party. Neither you nor we shall use or disclose the other’s confidential information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this contract. You and we shall each ensure that its officers and employees and any other persons to whom confidential information is disclosed comply with the provisions of this paragraph 11. The obligations in this paragraph 11 shall not apply to any information to the extent that such information: (a) is publicly available or becomes publicly available through no act or omission of the receiving party; or (b) is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority. The provisions of this paragraph 11 shall survive any termination of a contract. We agree that reports on individuals and teams, individual and team psychometric reports and/or data sheets, and all written and oral communications naming individuals constitute confidential information which shall remain confidentially perpetually.

12. Miscellaneous provisions

Assignment and sub-contracting: You may not assign, sub-contract or otherwise dispose of any of your rights or obligations under a contract with us without our prior written consent. We may assign, sub-contract or otherwise dispose of any of our rights or obligations under a contract with you without your consent provided the assignee, sub-contractor, or other party to which the rights and/or obligations are disposed commits in writing to you to continue to be bound by the terms of the contract.

No partnership or agency: Nothing in a contract between you and us shall constitute any partnership or be deemed to have created any relationship of agency, and unless expressly stated neither you nor we shall have the authority to contract on behalf of or otherwise bind the other in any way.

Entire agreement: These Terms and the relevant engagement letter forming a contract shall constitute the entire agreement and understanding in respect of that contract, and shall supersede any previous agreements between the parties in connection with its subject matter.

Severability: If any provision of a contract is declared void or unenforceable by any court or other body of competent jurisdiction, or is otherwise rendered so by any applicable law, that provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of that contract not affected by such invalidity or unenforceability shall remain in full force and effect.

Third party rights: Unless expressly stated in a contract, nothing in it shall confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

Waiver: If you or we don’t enforce rights under a contract as soon as the right to enforce them arises that does not prevent you or us from enforcing them in the future, or if the rights arise again in different circumstances (for example, if we agree not to charge you a cancellation fee we could charge you on one occasion, that does not mean we can not charge you a cancellation fee in the future). The rights and remedies provided in a contract are cumulative and are additional to any rights or remedies provided by law.

Variation: No variation to a contract shall be effective unless made in writing and signed by authorised representatives of both you and us.

13. Governing law and jurisdiction

These Terms and any contract we enter with you shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with these Terms and/or any contract we enter with you shall subject to the following provision be subject to the jurisdiction of the English courts. Nothing in this paragraph shall limit our right to take proceedings against you in any other court of competent jurisdiction in the jurisdiction in which you are incorporated or have any trading presence, nor shall our taking proceedings in any one or more jurisdictions preclude us taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You may not bring proceedings against us other than in the English courts.

14. Copyright

The contents of the Edgecumbe Group websites (www.edgecumbe.co.uk, www.edgecumbehealth.co.uk, www.edgecumbeconsulting.co.uk, www.employesurveys.co.uk and www.doctor360.co.uk) are protected by copyright: ©2019 Edgecumbe Consulting Group Limited and/or its agents, clients and suppliers. Reproduction of part or all of the Edgecumbe Consulting Group Limited websites is prohibited other than in accordance with this notice. All rights are reserved.

15. Use of content

We grant you the non-exclusive right to use material from the Edgecumbe Consulting Group Limited websites provided that:

  • the material is copied solely for educational and personal use and will not be copied or posted on any network, computer, web site or publication or broadcast in any media or distributed by any means for any commercial purpose whatsoever;
  • the material shall not be amended or modified in any way; and
  • the copyright notice originally included in the material shall appear on all copies

Testimonials and feedback comments are from clients who wish to remain anonymous due to the nature of 360 feedback and data protection.

16. Other websites

We cannot accept responsibility for any other website which you may access through the Edgecumbe Consulting Group Limited websites. Such links are provided only for convenience and we cannot endorse or accept any responsibility for the contents or the use of any such websites. We also disclaim any responsibility for any views which may be expressed on the Edgecumbe Consulting Group Limited websites or on any websites which may be linked to the Edgecumbe Consulting Group Limited websites.

17. Disclaimer

We do our best to ensure that information on the Edgecumbe Consulting Group Limited websites is correct but we do not accept any liability whatsoever for its content or for errors or omissions.

We cannot guarantee that everything on the Edgecumbe Consulting Group Limited websites is free from viruses or defects and assume no responsibility whatsoever for any damage to visitors’ computers or any other equipment.

Information on the Edgecumbe Consulting Group Limited websites is provided “as is” without any warranties of any kind. To the fullest extent permitted by law, we and our suppliers exclude all warranties, including, without limitation, warranties of merchantability, non-infringement of third-party rights and fitness for a particular purpose. We and our suppliers make no warranties about the accuracy, reliability, completeness or timeliness of the material, information, services, software, text, graphics or links. In no event will we be liable to any party for any damages whether direct, indirect, incidental, special, consequential or other for any use or inability to use the Edgecumbe Consulting Group Limited websites or its contents, or of any hyperlinked website, including, without limitation, any damages for lost profits, business interruption, loss of programs or other data, even if we are expressly advised of the possibility of such damages.

Information on the Edgecumbe Consulting Group Limited websites may contain technical inaccuracies or typographical errors. The information contained on the Edgecumbe Consulting Group Limited websites may be changed at any time without prior notification to you.

18. Privacy policy

If you give us personal information in order to receive information from us, we collect and store that information. That information enables us to fulfil your information request. If you review or download information, we track the visit. That information is helpful, amongst other things, to provide you with tailored information and to give us information about your use of the Edgecumbe Consulting Group Limited websites.

Information submitted via the Edgecumbe Consulting Group Limited websites will not be passed on to any other organisation.

19. English law & refund policy

These terms and your use of the Edgecumbe Consulting Group Limited websites shall be governed by and in accordance with English law. If any provision of these exclusions and disclaimers shall be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

We are a company that welcomes feedback – if you can provide us with any comments on our service, please contact us on 01173 328 255 or email us on enquiries@edgecumbe.co.uk