Compass Gateway Ltd
Terms of Business
These terms are published at compassgateway.com/terms.
Contents
- 1Who we are
- 2These terms and how we contract
- 3Our services
- 4What you must do
- 5Fees, expenses and payment
- 6Cancelling, postponing and ending an engagement
- 7Intellectual property
- 8Confidentiality
- 9Data protection
- 10Our working relationship
- 11Liability and insurance
- 12General
Schedules
Who we are
Clause 1.1. We are Compass Gateway Ltd, a company registered in England and Wales (company number 15488605). Our registered office is 27 Old Gloucester Street, London, WC1N 3AX. Our VAT number is GB464737364.
Clause 1.2. In these terms, “we”, “us” and “our” mean Compass Gateway Ltd, and “you” and “your” mean the client named in the Engagement Confirmation.
These terms and how we contract
Clause 2.1. Every engagement is made up of three parts, in this order of priority:
- the Engagement Confirmation — the email, proposal or letter in which we confirm what we will do, when, and for what fee;
- the Service Schedule at the end of these terms that applies to the type of work; and
- these general terms.
If they conflict, the Engagement Confirmation wins, then the Schedule, then these general terms.
Clause 2.2. A contract is formed when you accept our Engagement Confirmation in writing — email or instant message (for example WhatsApp) is fine — or when you ask us to start work and we do, whichever happens first. In these terms, “in writing” includes email and instant messaging, except formal notices under clause 12.5, which must be by email.
Clause 2.3. For business clients, these terms apply to the exclusion of any terms you seek to impose (for example, terms attached to a purchase order).
Clause 2.4. Consumers. These terms are written mainly for business clients. If you engage us as a consumer (for example, a family engaging childcare support under Schedule 4), nothing in these terms affects your statutory rights, and where these terms conflict with consumer law, the law prevails.
Our services
Clause 3.1. We will provide the services described in the Engagement Confirmation with reasonable skill and care.
Clause 3.2. Where the Engagement Confirmation names an individual, that person will perform the services, subject to any substitution rights in the applicable Schedule. Otherwise, we choose who performs them, and we may use suitably qualified subcontractors — we remain responsible for their work.
Clause 3.3. Our advice, reports and deliverables are prepared for you alone, for the purpose described in the Engagement Confirmation. No one else may rely on them, and we accept no responsibility to anyone else.
Clause 3.4. We are management consultants and practitioners, not solicitors, accountants, tax advisers or regulated financial advisers. Where our work touches legal, tax, financial or regulatory matters, we are giving business input, not regulated professional advice, and you should take your own advice from an appropriately regulated professional before acting.
Clause 3.5. Decisions remain yours. We do not guarantee any particular business outcome or result from following our advice.
What you must do
Clause 4.1. Good outcomes need your active involvement. For every engagement, you will, at your own cost:
- give us timely, accurate and complete information, and timely decisions and approvals;
- provide access to the people, premises, systems, records, facilities and equipment we reasonably need;
- provide a safe working environment and comply with health and safety law at your sites;
- obtain any licences, consents and permissions needed for us to do the work; and
- carry out the tasks allocated to you in the Engagement Confirmation.
Clause 4.2. We will rely on the information you give us without independently verifying it.
Clause 4.3. If you cause delay — for example late information, unavailable people, or cancelled access — timescales move accordingly, and we may charge for time reserved for you that we could not use and for costs we have already committed.
Fees, expenses and payment
Clause 5.1. Fees are as set out in the Engagement Confirmation. All fees and charges are exclusive of VAT, which we add at the applicable rate.
Clause 5.2. Unless the Engagement Confirmation says otherwise, we charge time-based fees monthly in arrears, fixed fees as stated (which may include payment on booking or in stages), and retainers as described in Schedule 1. We may ask new clients for payment on account before starting.
Clause 5.3. Expenses. You will reimburse our reasonable out-of-pocket expenses incurred in delivering the services, including travel (mileage at the prevailing HMRC approved rate), parking, accommodation, subsistence, materials, and third-party costs, all recharged at cost. We will get your approval before incurring any single expense over £100.
Clause 5.4. Travel time. Where a venue or site is involved, travel time beyond one hour each way is chargeable at half the applicable rate, unless the Engagement Confirmation says otherwise.
Clause 5.5. Payment is due within 14 days of the invoice date, in full and without set-off or deduction. Payment is by bank transfer only, to the account shown on the invoice, unless the Engagement Confirmation states otherwise. We will never notify a change of bank details by email or message alone — if you receive one, verify it with us by phone before paying.
Clause 5.6. If you believe an invoice is wrong, tell us within 7 days of receiving it and pay the undisputed part on time while we resolve the rest.
Clause 5.7. If payment is late, we may charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (or, if you are a consumer, simple interest at 4% a year above the Bank of England base rate), and we may suspend work (including withholding deliverables) until your account is up to date. Suspension does not affect your obligation to pay.
Cancelling, postponing and ending an engagement
Clause 6.1. Date-specific bookings (training days, consulting days, shifts, sessions) are subject to the cancellation charges in the applicable Schedule. These charges reflect time we have reserved and costs we have committed, and are payable in addition to any non-recoverable expenses already incurred. In cancellation periods, “days” means calendar days unless stated as business days.
Clause 6.2. Ongoing engagements and retainers may be ended by either party on 30 days’ written notice, unless the Engagement Confirmation says otherwise. Fees and expenses accrued to the end of the notice period remain payable.
Clause 6.3. Either party may end an engagement immediately by written notice if the other commits a material breach and does not fix it within 14 days of being asked, or becomes insolvent. We may also end or suspend an engagement immediately if you fail to pay on time.
Clause 6.4. On termination for any reason, you will pay for all work done and expenses incurred up to the end date.
Intellectual property
Clause 7.1. We keep ownership of everything we bring to the engagement and everything reusable that we create — our methods, know-how, templates, tools, course materials and working papers.
Clause 7.2. Once you have paid in full, we grant you a non-exclusive, non-transferable licence to use the deliverables for your own internal business purposes (or, for consumers, your own personal purposes). You may not resell them, publish them, or use them to provide services to others unless the Engagement Confirmation says you can.
Clause 7.3. Anything you provide to us remains yours; you licence us to use it to deliver the services.
Confidentiality
Clause 8.1. Each of us will keep the other’s confidential information confidential, use it only for the engagement, and share it only with people who need it and are bound to keep it confidential.
Clause 8.2. This does not apply to information that is public (other than through a breach), already lawfully known, or that must be disclosed by law or a regulator. This clause continues after the engagement ends.
Data protection
Clause 9.1. Each party will comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018.
Clause 9.2. We normally act as an independent controller of the personal data we handle (for example, your contact and billing details). Our privacy policy at compassgateway.com/privacy explains how we handle personal data.
Clause 9.3. Where we process personal data on your behalf and on your instructions (for example, delegate lists you give us, or patient data held in your clinical systems), we will: process it only on your written instructions; keep it confidential and secure; not appoint sub-processors without your consent; assist you with data subject requests and security obligations as reasonably required; tell you without undue delay of any personal data breach affecting it; and delete or return it when the engagement ends, unless the law requires us to keep it.
Our working relationship
Clause 10.1. We are an independent contractor. Nothing in these terms creates an employment relationship, partnership, joint venture or agency between us, or between you and any of our personnel.
Clause 10.2. We are responsible for our own tax and National Insurance, and we will not claim employment-related rights or benefits from you.
Clause 10.3. While we are working for you and for 6 months afterwards, neither party will solicit for employment or engagement any person through whom the other delivered or managed the engagement. If you engage one of our personnel in breach of this clause, you will pay us an introduction fee of 20% of their first-year gross remuneration. This does not prevent hiring through genuine public advertising not targeted at that person.
Liability and insurance
Clause 11.1. Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded or limited.
Clause 11.2. Subject to 11.1, we are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of data, or loss of business or goodwill.
Clause 11.3. Subject to 11.1, our total liability arising out of or in connection with an engagement is limited to the fees paid or payable under that engagement for the 12 months before the event giving rise to the claim.
Clause 11.4. To bring a claim, you must notify us in writing within 12 months of the date you became aware (or ought reasonably to have become aware) of the grounds for it.
Clause 11.5. We hold professional indemnity and public liability insurance appropriate to our services, and medical malpractice cover where clinical services are provided. Details are available on request.
Clause 11.6. Clauses 11.2 to 11.4 do not apply to consumers. If you are a consumer, we are responsible for foreseeable loss and damage caused by our breach of these terms or our negligence, but we are not responsible for loss that was not foreseeable when the contract was made, or that was not caused by us.
General
Clause 12.1. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. If such an event continues for more than 30 days, either party may end the affected engagement on written notice.
Clause 12.2. Entire agreement. The Engagement Confirmation, the applicable Schedule and these terms are the entire agreement between us for the engagement and replace all earlier discussions.
Clause 12.3. Changes. Changes to an engagement must be agreed in writing (email is fine). We may update these published terms from time to time; the version in force when an engagement is confirmed applies to it.
Clause 12.4. Assignment. You may not transfer an engagement without our written consent. We may subcontract as described in clause 3.2.
Clause 12.5. Notices. Formal notices may be given by email to the addresses used to agree the engagement and take effect on the next business day.
Clause 12.6. Third parties. No one other than you and us has any rights under these terms.
Clause 12.7. Severability. If any part of these terms is found unenforceable, the rest still applies.
Clause 12.8. Law and disputes. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction — except that consumers may bring proceedings in their home courts within the UK. We would always rather talk first: each party agrees to try to resolve any dispute through good-faith discussion between senior people before starting proceedings.
Schedule 1
Consultancy, Advisory and Fractional Leadership Services
This Schedule applies to management consultancy, business advisory, coaching, strategy, project management and fractional leadership services (for example, fractional commercial director roles).
Clause S1.1. Nature of the services. We provide experienced business input, analysis, recommendations and hands-on leadership support. Clause 3.4 of the general terms applies with particular force to this work: where we comment on legal, financial, tax or regulatory matters, take your own regulated advice before acting.
Clause S1.2. Days and time. A “day” is up to 8 hours including reasonable breaks; part days are charged pro rata in half-day units unless agreed otherwise. Time beyond 8 hours in a day is chargeable at the pro-rata hourly equivalent, by agreement on the day where practical.
Clause S1.3. Cancelling booked days. If you cancel or postpone a booked consulting or coaching day:
- 5 or more business days before — no fee (committed expenses recharged);
- 2 to 4 business days before — 50% of the fee;
- less than 2 business days before — 100% of the fee.
Clause S1.4. Retainers and fractional roles. Fractional leadership roles (for example, a fractional commercial director) are provided as retained consultancy services focused on agreed outcomes and value delivery — they are the supply of services by a business, not the filling of a post. Retainer fees are invoiced on the 1st of each month for that month, with expenses for the previous month invoiced in arrears at the same time. Retainer fees are payable whether or not you use the full allocation in a period, and unused time does not roll over unless the Engagement Confirmation says it does. Retainers may be ended on 30 days’ written notice under clause 6.2.
Clause S1.5. How we deliver retained services. We are engaged to deliver services, not to be at your disposal:
- we decide how the services are performed and, subject to reasonable coordination with you, when and where;
- any regular working pattern (for example, a usual day each week) is indicative only, is chosen by us for mutual convenience, and may be varied by us from time to time;
- beyond the agreed services, you are not obliged to offer us further work and we are not obliged to accept any that is offered;
- we may provide a suitably qualified substitute for a named consultant, subject to your approval (not to be unreasonably withheld); we remain responsible for the services and bear any handover cost;
- we use our own equipment, except where you reasonably require the use of your systems for security or access reasons;
- we may provide services to other clients, our personnel are not part of your organisation and receive no employee-style benefits, and we will correct defective work at our own cost.
Clause S1.6. Statutory appointments. A retainer does not include appointment as a statutory director, company secretary or other office holder. Any such appointment is optional, agreed separately (and may carry a separate fee), and may be declined, or resigned, independently of the retained services. Where one of our consultants does hold such an office, they owe the duties that the law attaches to that office personally, and this cannot be changed by contract. You will: include them in your directors’ and officers’ (D&O) insurance on the same basis as your other officers; provide the information and access they need to discharge those duties; and not require them to act unlawfully.
Clause S1.7. Implementation. You are responsible for deciding whether and how to implement our recommendations and for the results of doing so.
Schedule 2
Training and Instruction Services
This Schedule applies to the design and delivery of training, instruction and train-the-trainer courses.
Clause S2.1. What you provide. Unless the Engagement Confirmation says otherwise, you will provide and pay for: the venue and its suitability, safety and insurance; AV, equipment and printing; delegate recruitment, joining instructions and attendance; and refreshments. You are responsible for ensuring delegates meet any prerequisites we notify to you.
Clause S2.2. Numbers. Courses are priced for the delegate numbers stated in the Engagement Confirmation. We may decline to admit delegates above the stated maximum, and the fee is unchanged if fewer attend.
Clause S2.3. Course materials. Course materials remain ours (clause 7). Delegates may keep their personal copies. You may not copy, share, or use our materials to deliver training yourself or through others, except that on a train-the-trainer course, your trainers who complete the course may use the materials we designate to deliver the course within your own organisation, for as long as the Engagement Confirmation allows.
Clause S2.4. Assessment and certificates. Where a course involves assessment, certificates are issued only to delegates who meet the published criteria. We may decline to certify a delegate who does not, and that is not a failure of the services.
Clause S2.5. Conduct and safety. We may exclude any delegate whose behaviour is unsafe, disruptive or inappropriate, without refund for that delegate.
Clause S2.6. Cancelling or postponing a course. If you cancel a booked course date:
- 15 or more days before — no fee (committed expenses recharged);
- 7 to 14 days before — 50% of the fee;
- less than 7 days before — 100% of the fee.
You may postpone a course once without charge on 15 or more days’ notice, to a new date within 3 months, subject to availability. Later postponements are treated as cancellations.
Clause S2.7. If we have to cancel. If the named instructor is unavailable (for example, illness), we will offer a substitute instructor or the earliest practical new date. If neither works for you, we will refund fees paid for that course, and that refund is the limit of our liability for the cancellation.
Schedule 3
Clinical Governance and Event Medical Services
This Schedule applies to clinical governance and assurance work, and to the provision of registered clinical personnel (for example, an HCPC-registered paramedic) to event medical providers and similar organisations.
Clause S3.1. Registration and checks. Clinical personnel hold current registration with their professional regulator (for example, the HCPC) and maintain the training, revalidation and DBS checks appropriate to the role. Evidence is available on request.
Clause S3.2. Your clinical framework. Where our personnel work within your service (for example, as part of your event medical cover or governance provision), the services form part of your regulated activity. You are responsible for: overall clinical governance, policies and protocols; medicines management and the legal authorities under which medicines are supplied and administered; the event or service medical plan and its adequacy; equipment, consumables and medicines (unless the Engagement Confirmation says we provide specific items); and holding any registration required for the activity (for example, with the CQC). Our personnel will work within your framework and their own scope of practice.
Clause S3.3. Professional judgement. Our personnel must comply with their professional and legal obligations. They may decline to act outside their scope of practice, competence or the law, and may withdraw from a situation that is unsafe. Doing so is not a breach of the engagement.
Clause S3.4. Clinical records. Clinical records are made in accordance with your systems and requirements. As between us, you are the controller of patient data; we access and process it only as needed to deliver the services (clause 9.3 applies).
Clause S3.5. Briefing and welfare. You will provide a proper briefing, site and risk information, welfare arrangements (including breaks and facilities) and a safe working environment for each shift or visit.
Clause S3.6. Shifts and overruns. Shifts are billed at the agreed rate with a minimum of 4 hours per shift. If an event or shift overruns at your request or due to operational need, the additional time is chargeable at the same hourly rate.
Clause S3.7. Cancelling shifts or booked visits. If you cancel a booked shift or site visit:
- 8 or more days before — no fee (committed expenses recharged);
- 2 to 7 days before — 50% of the fee;
- less than 2 days before — 100% of the fee.
Clause S3.8. Governance and assurance work. Audit, assurance and governance reports reflect the evidence sampled and the position at the time of review. They are not a guarantee of compliance, of the performance of the audited service, or of the outcome of any regulatory inspection, and they are for your internal use only (clause 3.3).
Schedule 4
Childcare and Family Support Services
This Schedule applies to ad-hoc childcare and family support, typically for early-years children and sometimes involving additional care needs, provided by experienced personnel with a clinical background.
Clause S4.1. Nature of the service. This is home-based childcare support provided in the child’s own home (or another setting you arrange and are responsible for). We are not a childminder, nursery or childcare agency, and we are not registered with Ofsted; care in the child’s own home does not require compulsory registration. If a proposed arrangement would require registration, we will tell you and may decline it.
Clause S4.2. Consumers. Families engaging this service are usually consumers. Your statutory rights apply, including (where the contract is made at a distance or away from business premises) a 14-day cancellation right under the Consumer Contracts Regulations 2013. If you ask us to provide care within that 14-day period, you agree we may start early and you will pay for care provided before any cancellation.
Clause S4.3. What you provide and tell us. Before care starts, you will give us in writing: full and accurate information about the child’s health, needs, allergies and routines; emergency contacts and GP details; written instructions for any medication; and the consents we ask for (including consent to seek emergency medical treatment and call 999 if needed). You will provide all supplies (food, nappies, medication, specialist equipment). We rely on what you tell us.
Clause S4.4. Medication and clinical limits. We administer medication only in line with your written instructions and within our competence. Although our personnel have clinical training, this service is childcare with informed support — it is not nursing or medical care, and it is not a substitute for advice or treatment from the child’s own clinicians.
Clause S4.5. Your ongoing responsibility. You remain responsible for your child’s overall care, medical decisions and wellbeing. You must remain contactable throughout each session.
Clause S4.6. Safeguarding. We follow safeguarding good practice and are legally and ethically obliged to report safeguarding concerns to the appropriate authorities. Doing so is not a breach of confidentiality or of the engagement.
Clause S4.7. Cancelling sessions. If you cancel a booked session:
- 48 hours or more before — no charge;
- less than 48 hours but at least 24 hours before — 50% of the session fee;
- less than 24 hours before — 100% of the session fee.
We will always try to be flexible where cancellation is due to the child’s illness or a family emergency. If we have to cancel, we will tell you as soon as possible and you will not be charged for that session.
Compass Gateway Ltd · Company number 15488605 · Registered office: 27 Old Gloucester Street, London, WC1N 3AX · VAT GB464737364 · enquiries at compassgateway dot com