Terms of Business

1. Introduction

These terms of business set out the terms on which Opus Business Expert (‘we’, ‘us’, ‘our’) will act for you, our client (‘you’). They should be read together with the engagement letter or written proposal agreed between us, including any schedules to it, as amended and agreed from time to time.

These terms remain in force unless and until they are replaced by updated terms. Where anything in these terms conflicts with the engagement letter or proposal, the engagement letter or proposal takes precedence.

We are an IT consultancy and executive support business. We are not accountants, solicitors, auditors or financial advisers. Nothing we provide is accountancy, audit, legal, tax or investment advice, and we do not carry on investment business or hold client money.

2. Our services

Our work falls into two disciplines: technology — IT consultancy, web design and build, search and digital marketing, hosting and infrastructure, bespoke software, automation, systems integration and mobile applications — and executive support, meaning senior business and personal assistant services.

The scope of any particular engagement is defined in the engagement letter or proposal, not here. Work outside that scope is agreed and priced separately before it begins.

We will provide our services with reasonable care and skill and within a reasonable time. Where we give a timescale it is an estimate made in good faith; it is not a contractual deadline unless the engagement letter says so in terms.

3. Our fees

Our fees are based on:

• the degree of responsibility and skill the work requires,
• the level of risk we are asked to take on, and
• the time necessary to complete the work.

Prices we publish or quote are stated as a starting figure — “from” a given amount. Where we give you a price for a defined piece of work, that price is set out in the engagement letter, the proposal, or a separate fee schedule that explains the basis on which it was calculated. A price given as an estimate is given in good faith but is not contractually binding.

Unless we agree otherwise in writing, a price or estimate excludes disbursements and third-party costs — for example software licences, domain registrations, hosting, cloud services and hardware. These are added to our invoices.

Opus Business Expert is not registered for VAT. Our invoices therefore carry no VAT, and no VAT is recoverable on them.

We may ask for one or more payments on account of our fees and any disbursements before or during an engagement.

Invoices are issued at appropriate intervals according to the time and costs incurred. That will usually be on completion of a piece of work, but may also be during the course of a longer engagement. Unless stated otherwise, our fees are due for payment within 7 days of the date of the invoice.

Where we agree that payment will be spread by standing order or monthly instalments, the amount is calculated on the expectation that it will settle the invoiced sum. If it becomes necessary to revise the estimate on which those payments were based, we will explain the revision to you in writing and ask you to amend the payment accordingly.

Where our fees are expected to be paid by a third party, you remain liable for them until they have been paid in full.

We reserve the right to suspend work where any fees due from you remain outstanding more than 7 days after the issue of the relevant invoice, and to charge interest on overdue sums. It is an implied term in a contract to which the Late Payment of Commercial Debts (Interest) Act 1998 applies that a qualifying debt carries simple interest under Part 1 of that Act.

Where fees or disbursements remain outstanding we may, so far as the law permits, withhold documents, files and materials in our possession that relate to the work to which those fees relate.

4. How we work, and who oversees us

IT consultancy and executive support are not regulated professions in the United Kingdom. We are not a member of, licensed by, or supervised by any professional institute, regulator or ombudsman scheme, and we make no claim to any professional accreditation. The standards we hold ourselves to are the ones set out in this document and in your engagement letter.

While engaged by you we may also act for clients whose business interests and objectives are similar to yours. If we become aware of a conflict of interest affecting you that we do not consider insignificant, we will tell you as soon as we reasonably can. Where a conflict can be managed with appropriate safeguards we may continue to act, with your informed consent wherever that is practicable. Where it cannot be managed, we will cease to act for one or both of the parties concerned.

We keep your affairs confidential. We may engage subcontractors or consultants to work on your affairs; where we do, they are bound by confidentiality obligations equivalent to our own. Our work frequently involves access to your systems and credentials, and we treat that access as confidential in the same way.

5. Anti-bribery

Under the Bribery Act 2010 we are required to have adequate procedures in place to prevent persons associated with this business from bribing another person in order to gain an advantage for it. We take that obligation seriously. Neither offering nor receiving a bribe will be tolerated by anyone associated with this business, in any circumstances.

6. Quality of service and complaints

We aim to provide an excellent service at all times. If you are dissatisfied in any way, or would like to discuss how our service to you could be improved, please tell us.

By email

[email protected]

By telephone

01565 364819

In writing

17 King Street, Knutsford, WA16 6DW

We undertake to look into any complaint carefully and promptly, to acknowledge it, and to take all reasonable steps to resolve it to your satisfaction.

Because this business is not a regulated profession, there is no professional body, regulator or ombudsman to which a complaint about our services can be escalated. If a complaint cannot be resolved between us, your remaining recourse is to the courts of England and Wales. This does not affect any statutory rights you may have.

7. Business information and insurance

Opus Business Expert is a limited company registered in England and Wales, company number 16173384, with its registered office at 17 King Street, Knutsford, WA16 6DW.

Trading name

Opus Business Expert

Registered company name

To be confirmed

Company number

16173384

Registered office

17 King Street, Knutsford, WA16 6DW

Legal form

Private limited company

Type of service

IT consultancy and executive support

VAT

Not registered for VAT

Professional indemnity insurance covering this work is currently held under our parent company, Opus Accountancy Limited. Opus Business Expert does not at present hold a policy in its own name. Details of the cover, including its territorial scope, are available on request.

8. Data protection

We comply with the United Kingdom General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 when processing personal data. Personal data means information relating to a living individual who can be identified from it, either directly or in combination with other information.

We observe the principles in Article 5 of the UK GDPR when collecting and processing personal data:

• lawfulness, fairness and transparency,
• purpose limitation,
• data minimisation,
• accuracy,
• storage limitation,
• integrity and confidentiality, and
• accountability.

Our privacy policy sets out what personal data we process, the lawful bases on which we process it, who we share it with, how long we keep it and what rights you have over it.

Our policy is to destroy correspondence and other documents belonging to us that relate to your affairs once they are more than six years old, except for anything we consider to be of continuing significance. Six years reflects the ordinary limitation period for a claim on a contract in England and Wales. If you need us to retain particular documents for longer, tell us in writing.

We will normally return documents belonging to you when an engagement is complete, unless we agree in writing that they should be transferred to a third party. Where our engagement ends, we reserve the right, so far as the law permits, to destroy documents belonging to you that remain in our possession six months afterwards.

9. Communication

If you have given us your email address we will take that as your authorisation to communicate with you by email for the purposes of the engagement, unless and until you withdraw it.

Email is not a secure medium. We take reasonable care over what we send and how, but we cannot accept responsibility for messages that are intercepted, corrupted, delayed or lost in transit, or for any virus transmitted despite the precautions each of us takes. Tell us if you would prefer a different channel for sensitive material and we will arrange one.

If we are unable to contact you, we may write to your last known address to confirm that we have ceased to act.

10. Limitation of liability

We will provide our services with reasonable care and skill. Advice given to you and work performed on your behalf will be based on the information you provide, which we will assume to be complete and accurate. We cannot accept responsibility for advice or work carried out on any other basis.

To the fullest extent permitted by law, we will not be responsible for losses arising from incorrect or incomplete information, or from a failure by you or by others to provide appropriate information on a timely basis.

We accept no responsibility if you act on past advice without first asking us to confirm that it remains current. Technology in particular moves, and advice that was sound when it was given may not be sound a year later.

Our advice is given for your purposes only. It must not be passed to a third party without our express written permission, and we accept no responsibility to any third party to whom it is made available in breach of this provision. Except as set out in these terms, a person who is not a party to the engagement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

11. Intellectual property

We retain copyright and all other intellectual property rights in the documents, designs, source code and other materials we produce during an engagement, unless the engagement letter provides otherwise or the law specifically provides otherwise.

Once our fees for a piece of work have been paid in full, we grant you a non-exclusive, perpetual licence to use the deliverables from that work for the purpose for which they were produced. Where you need the rights themselves to be assigned to you rather than licensed, that is available and is agreed in writing in the engagement letter.

Some deliverables incorporate third-party or open-source components. Those remain the property of their respective owners and are supplied to you under their own licence terms, which we will identify where they matter.

Material you give us — content, data, logos, and anything else — remains yours. You confirm that you are entitled to give it to us for use in the engagement.

12. Termination

Either party may terminate the engagement by giving the other at least one month’s written notice, unless a different notice period is specified in the engagement letter. Notice must be given in writing, by email or by post, and takes effect on the date it is received.

On termination, fees for work performed up to the termination date remain payable, together with any commitments we have entered into on your behalf that cannot be cancelled. Each party’s obligations in respect of confidentiality, data handling and intellectual property survive termination.

Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of being asked in writing to remedy it.

13. Governing law

These terms, and any dispute or claim arising out of them or their subject matter, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

14. Changes to these terms

We may update these terms from time to time. The current version is always the one published on this page, and its effective date is shown at the top. Where a change materially affects an engagement already underway we will draw it to your attention.