1. Definitions and Interpretation

In these Terms, the following definitions apply unless the context requires otherwise:

"Advisor" means Outrider Advisory, trading as Outrider Advisory Ltd, whose principal place of business is October House, Westminster Road, Wrexham.

"Client" means the person, firm, company, or organisation that engages the Advisor to provide the Services, as identified in the Engagement Letter.

"Confidential Information" means all information, whether written, oral, or in electronic form, disclosed by either party to the other in connection with the Services, including business plans, financial information, patient related data, clinical records, operational data, policies, strategies, and any information that is marked as confidential or that a reasonable person would consider to be confidential.

"Deliverables" means all reports, documents, policies, frameworks, correspondence, and other materials produced by the Advisor in the course of providing the Services.

"Engagement Letter" means the written proposal, retainer agreement, statement of work, or other written confirmation setting out the scope, fees, timescales, and specific terms applicable to a particular engagement.

"Fees" means the charges for the Services as set out in the Engagement Letter.

"Services" means the advisory, consultancy, and related services to be provided by the Advisor as specified in the Engagement Letter.

"Terms" means these terms and conditions as amended from time to time in accordance with clause 18.

A reference to a statute or statutory provision includes any subordinate legislation made under it and any modification, re-enactment, or replacement of it from time to time. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

2. Application of These Terms

These Terms apply to all Services provided by the Advisor to the Client. By instructing the Advisor or accepting an Engagement Letter, the Client agrees to be bound by these Terms.

In the event of any conflict between these Terms and the Engagement Letter, the Engagement Letter shall prevail to the extent of the inconsistency.

These Terms supersede any terms and conditions proposed or issued by the Client.

3. Scope of Services

The Services will be as set out in the Engagement Letter. The Advisor will perform the Services with reasonable skill, care, and diligence.

The Advisor does not guarantee any particular outcome, result, regulatory rating, or decision by any third party (including but not limited to the Care Quality Commission, NHS England, integrated care boards, professional regulators, or courts and tribunals) as a consequence of the Services.

Any estimates of timescales are provided in good faith but are not binding unless expressly stated to be so in the Engagement Letter.

The Advisor reserves the right to determine the manner and means by which the Services are performed, subject to the terms of the Engagement Letter.

4. Nature of Advice

All Services are provided on an advisory basis. The Advisor does not provide legal advice, medical advice, financial advice, or accounting advice. Where the Client requires advice in any of these disciplines, the Client should engage an appropriately qualified professional.

Advice provided by the Advisor is based on the information made available by the Client and other sources reasonably available at the time. The Advisor is not responsible for the accuracy or completeness of information provided by the Client or by third parties.

All decisions taken in response to the Advisor's advice remain the sole responsibility of the Client. The Client acknowledges that governance, regulatory compliance, and patient safety are ultimately the responsibility of the Client's board, partners, or proprietors (as applicable) and that the Advisor's role is to support, not to replace, that responsibility.

5. Client Responsibilities

The Client shall:

(a) provide accurate, complete, and timely information, documents, and access as reasonably required by the Advisor;

(b) ensure that appropriate internal authority exists for the engagement and for any decisions taken in connection with it;

(c) respond to requests for information, approval, or feedback within a reasonable time;

(d) comply with all applicable laws and regulations in connection with the subject matter of the Services;

(e) ensure that any data shared with the Advisor is shared lawfully and with all necessary consents, authorisations, or legal bases in place.

Where the Client fails to comply with its obligations under this clause, the Advisor shall not be liable for any resulting delay, cost, or diminished quality of the Services.

6. Fees and Payment

Fees for the Services will be as set out in the Engagement Letter and may be structured as fixed fees, day rates, retainer arrangements, or such other basis as agreed in writing.

Unless otherwise stated, all Fees are exclusive of VAT. If the Advisor becomes registered for VAT, VAT will be charged at the applicable rate.

The Advisor may require reasonable expenses incurred in connection with the Services (including travel, accommodation, and specialist materials) to be reimbursed. Such expenses will be agreed in advance where practicable.

Invoices are payable within 14 days of the date of invoice unless a different period is specified in the Engagement Letter.

If the Client fails to make payment by the due date, the Advisor may (without prejudice to any other right or remedy):

(a) charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until actual payment;

(b) claim the fixed sum compensation provided for under that Act;

(c) suspend further performance of the Services until all outstanding amounts are paid in full.

7. Retainer Arrangements

Where the Services are provided on a retainer basis, the scope and level of support will be set out in the Engagement Letter.

Retainer services are provided on a reasonable endeavours basis. The Advisor will use reasonable efforts to respond to requests within the agreed timescales but cannot guarantee availability for urgent or unplanned matters outside the agreed scope.

Unused retainer capacity does not roll over to subsequent periods unless expressly agreed in writing.

Either party may terminate a retainer arrangement by giving not less than 30 days' written notice, unless a different notice period is specified in the Engagement Letter. Fees for the notice period remain payable.

8. Confidentiality

Each party undertakes to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the prior written consent of the disclosing party, except:

(a) where disclosure is required by law, regulation, or order of a court or regulatory body of competent jurisdiction;

(b) where disclosure is necessary in connection with a safeguarding concern, a patient safety risk, or a mandatory notification to a regulatory body (including but not limited to the Care Quality Commission, NHS England, the General Medical Council, or the Nursing and Midwifery Council);

(c) to the Advisor's professional advisors on a confidential basis;

(d) where the information has entered the public domain other than through a breach of this clause.

The obligations of confidentiality under this clause shall continue for a period of three years following the termination or completion of the engagement, or indefinitely in respect of patient identifiable data.

9. Data Protection

Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and all applicable data protection legislation.

Where the Advisor processes personal data on behalf of the Client, the parties shall (where required) enter into a separate data processing agreement setting out the subject matter of the processing, its duration, nature and purpose, the types of personal data, and the categories of data subjects.

The Client is responsible for ensuring that all personal data shared with the Advisor is shared lawfully, that appropriate privacy notices have been provided to data subjects, and that a lawful basis for processing exists.

Where the engagement involves access to patient identifiable data or special category data, the Advisor will handle such data in accordance with the Caldicott Principles, the common law duty of confidence, and any applicable information governance requirements notified by the Client.

On completion or termination of the engagement, the Advisor will, at the Client's election, return or securely destroy all personal data processed in connection with the Services, unless retention is required by law. The Advisor will confirm destruction in writing if requested.

10. Intellectual Property

All intellectual property rights (including copyright) in the Deliverables shall remain the property of the Advisor.

Upon payment in full of all applicable Fees, the Advisor grants the Client a non-exclusive, perpetual, royalty-free licence to use, copy, and adapt the Deliverables for the Client's own internal business purposes.

This licence does not extend to resale, sublicensing, or distribution of the Deliverables to third parties without the prior written consent of the Advisor.

The Advisor retains the right to use general knowledge, skills, experience, know-how, and techniques acquired or developed during the engagement, provided that doing so does not breach the confidentiality obligations in clause 8.

11. Limitation of Liability

The Advisor's total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Client in respect of the engagement giving rise to the claim.

The Advisor shall not be liable for any indirect, special, or consequential loss, including (without limitation) loss of profit, loss of revenue, loss of contracts, loss of anticipated savings, loss of reputation, or loss of goodwill.

The Services are provided for the benefit of the Client only. No third party (including but not limited to patients, employees of the Client, commissioners, regulators, or other healthcare providers) may rely on the Deliverables or the advice provided, and the Advisor accepts no duty of care to any such third party.

The Client acknowledges that the Advisor carries professional indemnity insurance and that the limitations in this clause reflect the allocation of risk between the parties and the Fees charged.

Nothing in these Terms excludes or limits the Advisor's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

12. Indemnity

The Client shall indemnify and hold harmless the Advisor against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any breach by the Client of its obligations under these Terms;

(b) the provision of inaccurate, incomplete, or misleading information by the Client;

(c) any claim by a third party arising from the Client's use of or reliance on the Deliverables in a manner not contemplated by the Engagement Letter.

13. Limitation Period

No claim arising out of or in connection with the Services may be brought more than 12 months after the date on which the relevant Services were completed or the engagement was terminated, whichever is earlier.

This clause does not apply to claims for unpaid Fees, which may be brought within the statutory limitation period.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including (without limitation) acts of God, pandemic, epidemic, fire, flood, severe weather, industrial action, civil unrest, war, terrorism, government restrictions, failure of telecommunications networks, or power failure.

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect of the force majeure event. If the event continues for more than 60 days, either party may terminate the engagement by giving written notice.

15. Termination

Either party may terminate the engagement:

(a) by giving written notice in accordance with the notice period specified in the Engagement Letter (or, if none is specified, 14 days' written notice);

(b) immediately by written notice if the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice requiring it to do so;

(c) immediately by written notice if the other party becomes insolvent, enters administration, has a receiver appointed, or ceases to carry on business.

On termination, the Client shall pay all Fees and expenses due for Services performed up to and including the date of termination. The Advisor shall deliver to the Client all completed or partially completed Deliverables for which payment has been made.

Termination shall not affect any rights, remedies, or obligations that have accrued prior to termination. Clauses 8 (Confidentiality), 9 (Data Protection), 10 (Intellectual Property), 11 (Limitation of Liability), 12 (Indemnity), 13 (Limitation Period), and this clause 15 shall survive termination.

16. Third Party Rights

A person who is not a party to an engagement governed by these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

17. Notices

Any notice given under these Terms shall be in writing and shall be sent by email or first class post to the address specified in the Engagement Letter (or such other address as the relevant party may notify to the other from time to time).

A notice sent by email shall be deemed received on the next business day after transmission. A notice sent by first class post shall be deemed received two business days after posting.

18. General

These Terms, together with the applicable Engagement Letter, constitute the entire agreement between the parties in relation to the Services and supersede all previous agreements, understandings, and representations (whether written or oral) relating to the subject matter.

No variation of these Terms shall be effective unless made in writing and signed by or on behalf of both parties. The Advisor may update these Terms from time to time for future engagements by publishing the revised version on its website. Changes will not apply retrospectively to existing engagements.

A failure or delay by either party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by any court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The validity and enforceability of the remaining provisions shall not be affected.

The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms without the prior written consent of the Advisor.

Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties. The Advisor acts as an independent contractor at all times.

19. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good faith negotiation.

If the dispute is not resolved within 28 days of written notification, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The costs of mediation shall be shared equally.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts at any time.

20. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Contact

Outrider Advisory October House, Westminster Road, Wrexham Email: Hello@outrideradvisory.co.uk