Terms of Service
These terms govern your use of Quietgladeway services. By engaging with Quietgladeway Ltd you agree to these terms. They describe the scope of services, ordering and delivery processes, payment and cancellation rules, intellectual property rights, limitations of liability, data handling obligations and how disputes will be resolved. These terms are drafted to be clear and practical. If you are a representative of an organisation seeking services please ensure you have authority to accept these terms on behalf of the organisation. If you require any clarification contact us by email at [email protected] or by telephone at +44 20 7946 0958 and we will explain how the terms apply to your engagement.
1. Scope of services and engagement
Quietgladeway provides stakeholder communication consultancy, facilitation, training and reporting services. Each engagement is governed by a written proposal or statement of work that describes deliverables, timelines and fees. The proposal is incorporated into these terms and, in case of conflict, the written proposal prevails for the specific engagement. We undertake to deliver services with reasonable skill and care in line with industry practice and the agreed scope. Clients must provide timely access to required information, stakeholders and decision makers. Delays caused by the client may affect project timelines and additional fees may apply. Any materials produced for review are provided for the client s use in relation to the project and are not final until approved and signed off by the client in accordance with the governance set out in the proposal. We will notify clients of any material changes that affect delivery and seek agreement before proceeding with alterations that affect price or timeline.
2. Fees, invoices and payment
Fees are set out in the proposal and are payable in the currency shown on the invoice. For project work we typically issue milestone invoices; for training or one-off engagements payment terms will be stated in the proposal. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may incur interest at the statutory rate applicable in the United Kingdom. If fees are disputed, the undisputed portion must still be paid while the parties seek to resolve the issue. We reserve the right to suspend services if invoices remain unpaid beyond the agreed terms after written notice. Expenses reasonably incurred in the delivery of services, such as travel, venue hire or materials, will be charged at cost or as set out in the proposal. Any taxes, duties or levies are the responsibility of the client unless expressly stated otherwise in the proposal. If a client requests scope changes that materially increase effort, we will propose an amended scope and fee for agreement before continuing.
3. Intellectual property and use of materials
Quietgladeway retains ownership of methodologies, templates and background intellectual property used in the delivery of services. On full payment of fees, we grant the client a non-exclusive, non-transferable licence to use deliverables produced specifically for the engagement for internal business purposes. Clients may not resell, republish or redistribute our proprietary materials without our prior written consent. If the client supplies materials or data to be incorporated into deliverables, the client represents and warrants it has the right to provide those materials. Where deliverables incorporate third-party licensed content, usage will be subject to the third party s licence terms. We may retain anonymised, aggregated examples of deliverables for internal quality assurance and business development; these will not identify the client without permission. If either party requires assignment of intellectual property beyond the standard licence, this can be agreed in writing with appropriate consideration reflected in the proposal.
4. Limitation of liability and indemnities
To the extent permitted by law, Quietgladeway s liability for loss or damage arising from or in connection with the services is limited to direct losses up to an aggregate cap equal to the fees paid by the client for the specific engagement during the 12 months preceding the claim. We are not liable for indirect, special or consequential losses, including loss of profit, revenue or reputation. Nothing in these terms limits liability for death or personal injury resulting from our negligence or for fraud. The client indemnifies Quietgladeway against third-party claims arising from client-supplied materials or instructions that infringe rights or are unlawful. Each party will use reasonable endeavours to mitigate losses and will notify the other promptly of any claim or circumstance that may give rise to a claim. Where projects involve third-party contractors engaged by the client, our liability does not extend to those third-party arrangements unless we have agreed to manage or contract those suppliers as part of the engagement.
5. Data protection and confidentiality
Quietgladeway processes personal data in line with our Privacy Policy available at /privacy/. We act as data controller for enquiries and as a data processor for data processed on a client s behalf unless otherwise agreed. We will maintain appropriate security measures to protect personal data and will not disclose confidential client information except as required by law or to deliver the services, in which case we will ensure recipients are bound by confidentiality obligations. Confidential information excludes information that is publicly known or becomes available through lawful means. Confidentiality obligations survive termination of an engagement for a period of five years, or longer where required by contract or law. If a client requires a bespoke data processing agreement, we will provide one on request to reflect specific processing activities, transfers or security needs identified in the proposal.
6. Termination and consequences
Either party may terminate an engagement if the other party materially breaches these terms and does not remedy the breach within 30 days after written notice. On termination the client will pay for work completed up to the termination date and any reasonable costs incurred to close the project. Termination does not affect rights or liabilities that have already accrued. If services are suspended because of non-payment, we may charge reasonable storage or reinstatement fees where applicable. Clauses that by their nature should survive termination, including intellectual property, limitation of liability, confidentiality and data protection, will continue in force after termination.
7. Governing law and dispute resolution
These terms are governed by the laws of England and Wales. Parties will seek to resolve any disputes through good faith discussion and negotiation in the first instance. If a dispute cannot be resolved informally within 30 days, it may be referred to mediation. If mediation fails, either party may pursue legal remedies in the courts of England and Wales. Nothing in this clause prevents either party from seeking urgent injunctive relief in any competent court where necessary to protect rights or property. For cross-border engagements we will agree governing law and dispute resolution mechanisms in the proposal where differences in local law make alternative arrangements appropriate.
8. Contact and further information
If you have questions about these terms, to request a copy of a signed proposal, or to raise a concern, contact Quietgladeway Ltd at the details below. Our aim is to respond to enquiries promptly and to provide clear guidance on how the terms apply to your engagement. For privacy matters see the Privacy Policy page or email [email protected]. The client acknowledges that the contact information below is accurate for service of notices unless otherwise notified in writing.
Quietgladeway Ltd12 Queen Street, Suite 4
London WC2N 5DU
United Kingdom
Phone: +44 20 7946 0958
Email: [email protected]