Last updated 10 February 2025

1. Preamble & Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

"Mayfair Therapy" (MT) refers to the provider of Human Resources (HR) Consulting Services, responsible for delivering consulting, mediation, training, and advisory services.

"Client" refers to the business, organisation, or employer engaging Mayfair Therapy for HR consulting services.

"Consultant" refers to the professional providing HR consulting, mediation, training, or advisory services on behalf of Mayfair Therapy.

"Services" refers to all professional services provided by Mayfair Therapy related to HR consulting, including leadership coaching, mediation, mental health policy development, workplace wellbeing strategy, training sessions, and conflict resolution.

"Agreement" refers to the contractual arrangement between Mayfair Therapy and the client outlining the scope, fees, and terms of engagement for HR consulting services.

"Deliverables" refers to any reports, documents, presentations, or other materials produced by Mayfair Therapy as part of the Services.

2. Scope of Services

2.1 HR Consulting Services: Mayfair Therapy offers bespoke HR consulting, including leadership coaching, mediation, mental health policy development, workplace wellbeing strategy, training sessions, and conflict resolution. The scope of each engagement is tailored to the client's needs and confirmed through a formal quote and agreement.

2.2 Service Delivery: Mayfair Therapy will provide the Services with reasonable skill and care, consistent with industry standards and practices.

2.3 Changes to Scope: Any changes to the agreed scope of Services must be mutually agreed upon in writing and may result in adjustments to fees and timelines.

3. Client Obligations

3.1 Information Provision: Clients must provide timely, accurate, and complete information to facilitate effective service delivery.

3.2 Cooperation: Clients agree to cooperate in good faith, ensuring that necessary resources, personnel, and access are available as needed for programme execution.

3.3 Communication: Clients must communicate any relevant changes in circumstances that may impact the delivery of services.

3.4 Timely Decision-Making: Clients agree to review and approve Deliverables, and make necessary decisions in a timely manner to avoid delays in service delivery.

4. Confidentiality & Data Protection

4.1 Confidentiality: All client information is strictly confidential and will not be shared with third parties except as required by law or with the Client's written consent.

4.2 Data Sharing: Information sharing within a client organisation will be determined by the scope of work and explicit client instructions. Mayfair Therapy adheres to all UK data protection laws, including the UK GDPR.

4.3 Anonymous Feedback: When conducting workplace assessments, anonymous employee feedback surveys may be used, with results shared in an aggregated, non-identifiable format.

4.4 Data Protection: Mayfair Therapy will process personal data in accordance with its Privacy Policy and applicable data protection laws.

5. Fees & Payment Terms

5.1 Pricing: Fees are determined based on job scope. After an initial discussion, a formal quote will be provided outlining costs, invoicing schedules, and payment terms.

5.2 Invoicing & Payment: Payment terms will be detailed in the engagement agreement. Unless otherwise specified, invoices must be settled within fourteen (14) days of issuance.

5.3 Expenses: Any out-of-pocket expenses incurred by Mayfair Therapy in the provision of Services will be charged to the Client at cost, subject to prior approval.

5.4 Late Payment: Mayfair Therapy reserves the right to charge interest on overdue amounts at the rate of 5% per annum above the base rate of Natwest Bank.

6. Cancellation & Termination

6.1 Cancellation: Termination and cancellation policies vary based on project scope and are outlined in the agreed-upon contract. Any early termination may be subject to cancellation fees, as specified in the engagement agreement.

6.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice.

6.3 Effect of Termination: Upon termination, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination.

7. Liability & Indemnification

7.1 Insurance: Mayfair Therapy is fully insured against claims of professional liability.

7.2 Limitation of Liability: Mayfair Therapy's total liability under this Agreement shall not exceed the total fees paid by the Client for the Services giving rise to the claim.

7.3 Indemnification: The Client agrees to indemnify and hold harmless Mayfair Therapy against any claims, losses, or damages arising from the Client's breach of this Agreement or negligent acts or omissions.

7.4 Client Responsibility: Clients acknowledge that while services are provided with professional care, outcomes depend on multiple factors beyond Mayfair Therapy's control. Clients remain responsible for implementing recommendations and internal decision-making.

8. Intellectual Property Rights

8.1 Ownership: Any intellectual property (IP) developed by Mayfair Therapy during the course of programme delivery remains the property of Mayfair Therapy unless explicitly excluded in the job scoping process.

8.2 Client Usage Rights: Clients may use deliverables, reports, or strategies developed during consultancy for internal purposes only unless otherwise agreed in writing.

8.3 Pre-Existing IP: Each party retains all rights in any pre-existing intellectual property. Nothing in this Agreement shall transfer ownership of any pre-existing IP from one party to the other.

9. Confidentiality

9.1 Confidential Information: Both parties agree to keep confidential all information obtained from the other party during the provision of Services, except as required by law or with the written consent of the disclosing party.

9.2 Duration: The confidentiality obligations shall survive the termination of this Agreement for a period of seven (7) years.

10. Dispute Resolution

10.1 Mediation: In the event of a dispute, the parties agree to engage in mediation before pursuing litigation.

10.2 Arbitration: If mediation is unsuccessful, any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration.

10.3 Jurisdiction: All disputes shall be governed by the laws of England and Wales and shall be resolved under the jurisdiction of UK courts.

11. Force Majeure

11.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.

12. Compliance with Laws

12.1 Mayfair Therapy complies with all applicable employment, HR, and data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Equality Act 2010.

12.2 Anti-Bribery and Corruption: Both parties agree to comply with all applicable anti-bribery and corruption laws and regulations.

13. Amendments & Updates

13.1 Review Period: These Terms and Conditions are reviewed quarterly to ensure compliance with best practices and legal requirements.

13.2 Notification of Changes: Any updates to these Terms and Conditions will be clearly communicated to all existing clients. Continued use of services after notification constitutes acceptance of the revised terms.

14. Entire Agreement

14.1 This Agreement, together with any associated Statement of Work or Project Proposal, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them.

15. Severability

15.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Notices

16.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, sent by pre-paid first-class post or recorded delivery or by commercial courier, to the other party at its address as set out in this Agreement.

17. Assignment

17.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party.

By engaging Mayfair Therapy for HR Consulting Services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.