1.       Definitions

• In this document, unless the context otherwise requires, the expressions below have the following meanings:
• “Client” any individual, organisation or board of Trustees/Directors which purchases services from the Supplier, and hereinafter referred to as “the Client”, “you” and “your”;
• “Schedule” the separate document or email in which the specific Services to be provided are set out, with timescales, fees, payment terms and other details and any terms and conditions specific to that Service;
• “Services” that which is to be provided by the Supplier to the Client as set out in the Schedule;
• “Supplier” Emphasis Ltd, hereinafter referred to as “Emphasis”, “we”, “us”, “our”.
• Any reference in this document to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
• The headings in this document are for convenience only and shall not affect their interpretation.

2.       Application

• These Terms and Conditions shall apply to the provision by Emphasis of Services to the Client, as detailed in the Schedule or any subsequent email.
• We accept your instructions in good faith and assume these are provided by an officer of your organisation with authority to procure.
• In the event of conflict between these Terms and Conditions and any other terms and conditions of the Client, the former shall prevail unless expressly agreed by Emphasis in writing. Where the conflict is between these and any other terms and conditions provided by Emphasis in a Schedule or email, the most recent terms will apply.
• If you request Services from us and your request is accepted, our acceptance of your request is conditional on your agreement to these Terms and Conditions in full. For the avoidance of doubt, such agreement will be deemed to be given through the signing and return of the Schedule or an email from an officer of your organisation instructing the start of work.
• These Terms and Conditions may be varied by Emphasis from time to time. In the event of any such variation Emphasis will notify you of the new terms.  If you do not accept the revised terms and you notify Emphasis accordingly, then the existing terms will apply to any already contracted Services for the duration of the current period of Service provision.  In requesting further Services after Emphasis has notified you of changes, then you will be deemed to have accepted the revised terms in full.

3.       Insurance and Professional Standards

• Emphasis carries professional indemnity insurance to the value of £1 million for any one claim. We do not accept liability for any losses above £1 million unless specific arrangements have been made in writing prior to agreeing the Schedule of work.
• Emphasis’ business will be conducted in accordance with the Code of Professional Conduct of the Chartered Institute of Personnel and Development.

4.       Responsibilities of Emphasis

• With effect from the start date of Services undertaken, as set out in the Schedule, and in consideration of the fees being paid in accordance with the Payment terms, we will provide the Services expressly identified in the Schedule or otherwise agreed under these Terms and Conditions.
• We will keep and maintain records of work completed and make them available to you in line with the terms of the specific Service.
• If agreed in the Schedule, we will provide regular reports on the progress of any work being completed on your behalf.
• We will raise any issues or concerns that may be found during the term of the Service provision.

5.       Responsibilities of the Client

• You will give Emphasis all proper and necessary and timely instructions, authority, data and information to enable us to undertake lawfully and effectively the Services instructed, and to complete the work within agreed timescales as set out in the Schedule and that those instructing us indemnify us accordingly.
• You hold the right to supply Emphasis with any such information, and in doing so do not infringe any rights held by any third party or cause a breach by either party of any regulations or other legal duty owed to any third party.
• You will promptly notify Emphasis if any further or different data, documentation or information comes to your attention which renders any earlier information provided untrue or misleading.
• You will cooperate fully with Emphasis in the provision of the Services.
• If relevant under your own insurance policies or contracts, you will notify your insurers and/or solicitors of any potential discipline or termination of employment cases, prior to Emphasis undertaking any action. You will keep Emphasis informed of any guidance or instruction received from your insurers or solicitors as to how the case should be managed.

6.       Service Provision

• Emphasis will use all reasonable skill and care to perform the Services identified in the Schedule or otherwise agreed under these Terms and Conditions. Unless expressly agreed in writing no further conditions, warranties or representations are given by Emphasis in relation to the Services and any such terms are excluded to the fullest extent permitted by law.
• All commitments with respect to the timing and scope of a project given to you by Emphasis, whether verbal or written, are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, unforeseen difficulty in obtaining information or contacting an individual). For this reason, whilst Emphasis agrees to use its best endeavours to fulfil such commitments to you on the timing and the scope of consultancy and other projects, we cannot guarantee performance in either respect.
• Service provision time may include office, administrative, preparatory, consideration and telephone time spent acting for you in addition to HR Consultancy and Training. Service provision time also includes travel time which may on occasions be absorbed or waivered or charged at a separate rate as per the Schedule.  All work is charged at the agreed fees as set out in the Schedule.

7.       Fees for HR Consultancy

• Where Emphasis has provided you with an estimate for Services, we reserve the right to increase that estimate where there is a change in the Services to be supplied under the Schedule.
• You agree to pay our fees in accordance with the Payment terms.
• Our HR consultancy fees are based on a “time-based” (normally daily or hourly except where otherwise agreed in advance) rate, a “project fee” (where the fee is agreed for the work to be completed regardless of how long it takes), a “monthly fee” (an ongoing regular monthly fee for retained Services) a “a block of time” (where a number of hours is purchased and paid for in advance) or any combination of these.
• The Schedule lists the basis on which we agree to supply the Services. Any additional work required which is not covered will be agreed with you and may result in a new Schedule being issued.
• You agree to pay Emphasis for any additional Services provided by us that are not specified in the Schedule in accordance with the then current applicable daily, hourly rate, monthly fee or a block of time rate, in effect at the time of the performance or such other rate as may be agreed. We will not incur these without your prior consent unless circumstances are exceptional.
• All fees are reviewed at least once a year. If you are a monthly fee Client, you will be given at least one month’s notice of any increases.

8.       Fees for Training

• You can request a Training course by phone, email or via our website. No booking will be deemed accepted, unless and until it is confirmed in writing by us.  Training includes open courses, client specific courses, online courses and webinars.
• We may reschedule or cancel if circumstances beyond our reasonable control make cancellation necessary. In the event of a change or cancellation we will notify the Client and make reasonable endeavours to offer an alternative.  If you do not accept an alternative, we shall refund fees paid for the original booking and you agree we shall incur no further liability as a result of the cancellation.
• Cancellation of training will incur no charge to the Client if more than 6 weeks’ notice is given prior to the start of the training. If 4 to 6 weeks’ notice is given, then we will be entitled to charge a cancellation fee of 50% of the Training fee.  If less than 4 weeks’ notice is given, then our cancellation fee will equal the full Training fee.
• A request to reschedule dates will not incur an additional charge but we reserve the right to invoice on the original scheduled Training date. If no mutually agreeable alternative date can be found, we reserve the right to charge as if a cancellation has been made.
• We reserve the right to refuse or restrict anyone from attending our Training courses.
• It may be possible to transfer attendance to a later Training course date, but this is not guaranteed. We will accept a substitute if the original delegate is unable to attend.
• Joining instructions will be issued no later than 5 working days prior to delivery of open Training courses. The instructions for open online Training will be issued within 48 hours of the booking.
• All sums payable by either party pursuant to the Schedule are exclusive of any VAT, travel or other reasonable expenses unless otherwise stated.

9.       Invoices

• You will be invoiced either as follows or according to the Schedule:
• Pay-As-You-Go (PAYG) HR consultancy – monthly invoices will be issued at the end of the calendar month during which the work was undertaken.  Any applicable travel expenses incurred as part of providing the PAYG service will be added to the month’s invoice or invoiced separately.
• Ad-hoc projects – for Ad hoc projects, the invoice will be issued on the completion of the work or at staged payment intervals throughout the project as agreed.  An initial deposit may be required in advance and this will be outlined in the Schedule.  Any applicable travel expenses incurred as part of providing the Ad-hoc project service will be added to the invoice or invoiced separately.
• Monthly fee – the first month or part month’s fees to be paid in advance, then the agreed monthly fee to be paid by direct debit at the start of each subsequent month.  One month’s notice is required to cancel a Monthly fee agreement unless the agreement states otherwise.

Any work in addition to the scope of the Monthly fee will be invoiced according to the type of service ie PAYG, blocks of time etc.  Any applicable travel expenses incurred as part of providing monthly fee services will be added to the subsequent month’s invoice or invoiced separately.

• Blocks of time – blocks of time purchased for project work will be invoiced and paid in advance of the Service being carried out, subject to the terms of the invoice. Any applicable expenses incurred as part of providing the Service will be invoiced separately.  Blocks of time expire 6 months after the date of the invoice.
• Training and coaching – invoices will be issued and are to be paid 6 weeks prior to the training day. This applies to both open and Client specific courses.  Where relevant any costs related to venue hire or refreshments will be paid for directly by the Client. Coaching will be invoiced after each session.  An initial deposit may be required in advance and this will be confirmed at the time of booking.

10.   Expenses

• Emphasis shall be entitled to recover from you reasonable incidental expenses in connection with the provision of the Services.
• The Schedule will set out what types of expenses will be charged. You agree to reimburse such expenses in addition to the Service fees.
• Expenses will be charged at cost (with the exception of mileage which is charged at the HMRC approved mileage rate for the first 10,000 miles of business mileage, 45p as of January 2023).
• Any additional charge for incidental expenses will normally be waived, except where such costs are significant in value in which case the expense will be agreed with you in advance.
• Every attempt will be made to minimise expenses.
• Invoices for expenses will normally be presented as a separate item within the invoice for the Service being provided or if that is not possible, on a separate invoice.
• Allowable expenses are charged to you at the gross invoice value.

11.   Payment

• Payment of fees rendered by invoice are due as standard, and unless otherwise agreed, within seven days from the invoice date. We do not offer credit.
• Following our confirmation of an open Training course booking, an invoice will be issued. Payment for courses run by Emphasis as open courses must be received by us at least 6 weeks before the date of the course.
• Following our confirmation of a client specific Training course booking for a specific Client, an invoice will be issued and must be paid 6 weeks prior to the training day. An initial deposit may be required in advance and this will be confirmed at the time of booking.
• Online Training will be paid for either at the time of booking online or, with our prior approval, within seven days of our invoice.

Updated April 2023