Terms & Conditions of Business

Q Branch Consulting Limited
 

Registered in England & Wales (Company No. 05886589), VAT Reg No. GB461622896

Registered Address: 19 St Christopher’s Way, Pride Park. DE24 8JY

Updated 1st February 2024

1. Definitions & Interpretation

1.1. “QBC” refers to Q Branch Consulting Limited.

1.2. “Client” means the individual or entity commissioning Services from QBC.

1.3. “Services” includes business consultancy, brand consultancy, commercial advice, coaching, NLP sessions, brand identity and web design services.

1.4. “Agreement” means the contract comprising these Terms & Conditions, the Engagement Letter/Proposal, and any related schedules.

1.5. “Commencement Date” means the earlier of:

• receipt of Client’s written acceptance of the Proposal      by email;

• receipt of first instalment or full payment;

• and/or access to any deliverables or Services furnished      by QBC.

2. Basis of Agreement

2.1. All Services are provided according to these Terms & Conditions, unless otherwise agreed in writing.

2.2. Email acceptance of quotation, payment of any amount, or any receipt of Services by the Client constitutes acceptance of these Terms & Conditions.

2.3. Services scope, timing, and fees shall be set out in a separate Engagement Letter or Proposal.

3. Scope, Amendments & Responsibilities

3.1. QBC will perform the agreed scope to professional standards.

3.2. The Proposal details deliverables, timelines, and responsibilities.

3.3. Any change in scope or deliverables must be agreed in writing and may affect fees/timescales.

3.4. Client shall:

• co-operate fully;

• provide clear, timely instructions, accurate      information and necessary materials;

• designate a primary contact for engagement.
      3.5. QBC is not responsible for delays or defects arising out of Client’s      failure to comply.

4. Fees & Payment

4.1. Fees specified in the Proposal must be paid in GBP unless otherwise agreed.

4.2. Payment Terms:

• Invoices:      Issued as set out in the Proposal or upon completion of milestones.

• Payment Due:      Within 30 days from invoice date.

• Late Payment:      QBC reserves the right to charge interest at 4% above the Bank of England      base rate, plus £40 compensation, per the Late Payment of Commercial Debts      (Interest) Act 1998.
      

4.3. No Services shall be delivered unless first or full payment is received where stipulated.
    

4.4. All fees exclude VAT (if applicable), which will be due at the prevailing rate.
    

4.5. All payments must be received before any deliverable is released      unless otherwise agreed.

5. Intellectual Property Rights

5.1. QBC (or its licensors) retains all background IP and materials developed prior to or outside this Agreement.

5.2. Upon full payment, QBC grants the Client a single, non‑exclusive, worldwide licence to use deliverables for the Client’s internal business purposes only.

5.3. QBC reserves the right to display the Client's project (anonymised if required) in its marketing portfolio and case studies.

5.4. Client warrants that materials provided (e.g., logos, content) are owned or licensed for use and indemnifies QBC against any IP claims arising from use.

6. Confidentiality & Data Protection

6.1. Each party agrees to keep confidential all data and information received under this Agreement.

6.2. Confidentiality obligations do not apply to information that:

• is public domain without breach;

• becomes known through no fault;

• is disclosed by a third party with no IP obligation;

• is legally required to be disclosed.
      

6.3. QBC will comply with data‑protection legislation (including UK GDPR)      in respect of any personal data processed.

6.4. Data processed for the purposes of providing the Services may be      retained/erased in accordance with QBC’s privacy policy or a separate data      protection agreement, if applicable.

7. Warranties & Liability

7.1. QBC warrants to perform Services with reasonable care, skill, and diligence.

7.2. Except as set out herein, QBC expressly excludes all other conditions, warranties, or representations, whether statutory or implied.

7.3. QBC’s total aggregate liability to the Client is capped at the total fees paid by the Client in the 12 months preceding the event giving rise to the claim, except in cases of gross negligence, fraud, or death/personal injury.

7.4. In no event shall QBC be liable for loss of profits, goodwill, reputation, data, or customers, or any indirect or consequential losses.

7.5. Both parties warrant they have the authority to enter into this Agreement.

8. Term, Termination & Consequences

8.1. Term: From the Commencement Date to the stated completion date or until Services are terminated.

8.2. Either party may terminate:

• for material breach, if not remedied within 30 days of notice;

• by QBC if Client fails to pay invoice within 14 days of due date, without prejudice to additional rights.     

8.3. On termination (for any reason):

• Client pays for Services performed up to termination      date;

• QBC releases completed work upon full payment;

• Provisions intended to survive such termination remain      in force (e.g., confidentiality, IP, liability, payment).

9. Force Majeure

9.1. Neither party shall be liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, pandemics, power failures).

9.2. The affected party must notify the other within 14 days and use reasonable endeavours to resume performance.

9.3. If the event extends for more than 90 days, either party may terminate immediately by written notice.

10. Compliance & Lawfulness

10.1. The Client shall comply with relevant laws and regulations (e.g., advertising standards, data privacy, export controls).

10.2. QBC may terminate or suspend Services if the Client breaches legal/regulatory duties.

11. Publicity

11.1. QBC may use the Client’s name and logo in its marketing and portfolio, unless the Client notifies QBC in writing within 14 days of signing the Proposal.

11.2. Any co-branded publicity materials must be approved by both parties before release.

12. Notices

12.1. All notices must be in writing and sent via email, post, or recorded delivery to the addresses in the Engagement Letter.

12.2. Notices are deemed received:

• if by email, upon acknowledgment of receipt;

• if by post, three business days after posting;

• if by recorded delivery, upon signature of receipt.

13. Entire Agreement & Amendments

13.1. This Agreement constitutes the entire understanding between QBC and the Client regarding the Services.

13.2. It supersedes all prior agreements, communications, and proposals.

13.3. Any amendment or waiver of these Terms must be in writing and signed by both parties.

14. Assignment & Sub‑contracting

14.1. Client may not assign, transfer, or subcontract any rights or obligations without QBC’s prior written consent.

14.2. QBC may subcontract or assign the provision of Services, but remains responsible for its subcontractors and compliance with this Agreement.

15. Third‑Party Rights

15.1. A person who is not a party to this Agreement has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

16. Governing Law & Jurisdiction

16.1. This Agreement is governed by English law.

16.2. The parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with this Agreement.

By accepting Q Branch Consulting Limited’s written Proposal by email, (or purchasing online) making any payment, or receiving any services, you acknowledge and agree to these Terms & Conditions in full.

Q BRANCH CONSULTING LIMITED 1st February 2024