Terms of Service

Effective Date: May 25, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

1. Introduction and Agreement

1.1. These Terms of Service ("Terms") govern the provision of consultancy services ("Services") by Quills Consultancy LTD, a company registered in England and Wales under company number 16468230, with its registered office at SUITE 9192 5 BRAYFORD SQUARE LONDON, UNITED KINGDOM, E1 0SG ("Quills Consultancy," "we," "us," or "our"), to you, the client ("Client," "you," or "your").

1.2. These Terms, together with any Statement of Work ("SOW"), Proposal, or other agreement executed between Quills Consultancy and the Client for the provision of Services (collectively, the "Agreement"), constitute the entire agreement between the parties.

1.3. By engaging Quills Consultancy for Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1.4. We may amend these Terms from time to time. We will notify you of any material changes by posting the new Terms on our website or by other means of communication. Your continued use of our Services after such notification constitutes your acceptance of the amended Terms.

2. Company Information

2.1. Legal Entity: Quills Consultancy LTD

2.2. Company Registration Number: 16468230

2.3. Place of Registration: England and Wales

2.4. Registered Office and Postal Address: SUITE 9192 5 BRAYFORD SQUARE LONDON, UNITED KINGDOM, E1 0SG

2.5. Email Address: info@quills-consultancy.com

2.6. Phone Number: +44 7448 700276

3. Definitions

3.1. "Agreement" has the meaning set out in Clause 1.2.

3.2. "Client Materials" means any data, information, logos, designs, documents, or other materials provided by the Client to Quills Consultancy for the purpose of providing the Services.

3.3. "Confidential Information" means any information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3.4. "Deliverables" means any reports, documents, presentations, software, designs, or other materials created by Quills Consultancy specifically for the Client as part of the Services, as detailed in the applicable SOW or Proposal.

3.5. "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

3.6. "Services" means the consultancy services to be provided by Quills Consultancy to the Client as described in the applicable SOW or Proposal.

3.7. "SOW" or "Proposal" means a document, signed by both parties or otherwise agreed in writing, that outlines the specific Services, Deliverables, fees, timelines, and other project-specific terms.

4. Scope of Services

4.1. Quills Consultancy shall provide the Services to the Client in accordance with the terms of this Agreement and the relevant SOW or Proposal.

4.2. Each SOW or Proposal shall form part of this Agreement. In the event of any conflict between these Terms and an SOW/Proposal, the SOW/Proposal shall prevail for that specific engagement.

4.3. Quills Consultancy shall perform the Services with reasonable care, skill, and diligence, in accordance with generally accepted industry standards and practices.

4.4. We reserve the right to make changes to the Services, provided such changes do not materially affect the nature or quality of the Services. We will notify you of any significant changes.

4.5. These Terms are designed to be adaptable for various consultancy services and future brands offered by Quills Consultancy LTD. Specific service descriptions, deliverables, and brand-specific terms will be detailed in individual SOWs or Proposals.

5. Client Obligations

5.1. The Client shall:

• a. Cooperate with Quills Consultancy in all matters relating to the Services;
• b. Provide, in a timely manner, such Client Materials and other information as Quills Consultancy may reasonably require to perform the Services, and ensure that such information is accurate and complete in all material respects;
• c. Obtain and maintain all necessary licences, permissions, and consents which may be required for the Services before the date on which the Services are to start;
• d. Comply with any additional responsibilities as set out in the relevant SOW or Proposal.

5.2. If Quills Consultancy's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, Quills Consultancy shall not be liable for any costs, charges, or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

6. Fees and Payment Terms

6.1. The fees for the Services shall be as set out in the applicable SOW or Proposal ("Fees").

6.2. All Fees are exclusive of Value Added Tax (VAT), which shall be added to Quills Consultancy's invoices at the appropriate rate where applicable.

6.3. The Client shall pay all invoices submitted by Quills Consultancy within 30 days of the date of the invoice, unless otherwise agreed in the SOW or Proposal, to a bank account nominated in writing by Quills Consultancy.

6.4. If the Client fails to make any payment due to Quills Consultancy under this Agreement by the due date for payment, then, without limiting Quills Consultancy's remedies under Clause 13 (Term and Termination), the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

6.5. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual Property Rights

7.1. Pre-Existing IP: Each party shall retain ownership of all Intellectual Property Rights that existed prior to the commencement of this Agreement ("Pre-Existing IP").

7.2. Client Materials: The Client grants Quills Consultancy a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials provided by the Client to Quills Consultancy for the term of this Agreement for the purpose of providing the Services to the Client.

7.3. Deliverables: Unless otherwise agreed in the applicable SOW or Proposal, all Intellectual Property Rights in the Deliverables created by Quills Consultancy specifically for the Client as part of the Services shall, upon full payment of all outstanding Fees, vest in the Client. Quills Consultancy shall execute such documents and take such actions as the Client may reasonably request to effect such vesting.

7.4. Quills Consultancy IP: Notwithstanding Clause 7.3, Quills Consultancy shall retain ownership of all Intellectual Property Rights in its Pre-Existing IP, and any methodologies, tools, know-how, and generic components developed or used by Quills Consultancy in the course of providing the Services, provided they do not incorporate any Confidential Information or Client Materials of the Client ("Quills Consultancy IP"). Quills Consultancy grants the Client a non-exclusive, perpetual, royalty-free licence to use such Quills Consultancy IP to the extent necessary to make reasonable use of the Deliverables and Services.

8. Confidentiality

8.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by Clause 8.2.

8.2. Each party may disclose the other party's Confidential Information:

• a. To its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's Confidential Information comply with this Clause 8; and
• b. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

8.3. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

8.4. The provisions of this Clause 8 shall survive termination of this Agreement.

9. Data Protection

9.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. "Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR); the Data Protection Act 2018; the EU General Data Protection Regulation (EU GDPR) where applicable to the processing of personal data of EU residents; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and any other European Union legislation and/or subordinate legislation (including in the UK) relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

9.2. Quills Consultancy's processing of personal data as a data controller is governed by our Privacy Policy, which is available on our website and which is incorporated into these Terms by reference. You acknowledge that you have read and understood our Privacy Policy.

9.3. Where Quills Consultancy processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate Data Processing Agreement ("DPA") that complies with the requirements of the Data Protection Legislation. The terms of such DPA shall be incorporated by reference into this Agreement. The Client, as data controller, warrants that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the personal data to Quills Consultancy for the duration and purposes of this Agreement.

10. Warranties and Representations

10.1. Each party warrants and represents that it has full power and authority to enter into and perform its obligations under this Agreement.

10.2. Quills Consultancy warrants that the Services will be performed with reasonable care and skill and in a professional manner consistent with generally accepted industry standards.

10.3. The Client warrants that any Client Materials provided to Quills Consultancy will not infringe the Intellectual Property Rights or other rights of any third party and will not be defamatory, illegal, or offensive.

10.4. Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. If you are a consumer, this does not affect your statutory rights.

11. Limitation of Liability

11.1. Nothing in this Agreement shall limit or exclude Quills Consultancy's liability for:

• a. Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
• b. Fraud or fraudulent misrepresentation;
• c. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
• d. Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
• e. Any matter in respect of which it would be unlawful for Quills Consultancy to exclude or restrict liability.

11.2. Subject to Clause 11.1:

• a. Quills Consultancy shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated savings, loss or corruption of data or information, or any special, indirect, or consequential loss or damage arising under or in connection with this Agreement; and
• b. Quills Consultancy's total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to 100% of the total Fees paid or payable by the Client to Quills Consultancy under the specific SOW/Proposal to which the claim relates.

11.3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

11.4. This Clause 11 shall survive termination of this Agreement.

12. Indemnification

12.1. The Client shall indemnify Quills Consultancy against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Quills Consultancy arising out of or in connection with:

• a. The Client's breach of any of its obligations under this Agreement;
• b. Any claim made against Quills Consultancy for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the use of the Client Materials;
• c. Any claim made against Quills Consultancy by a third party arising out of, or in connection with, the provision of the Services or supply of the Deliverables, to the extent that such claim arises out of the breach, negligent performance, or failure or delay in performance of this Agreement by the Client, its employees, agents, or subcontractors.

12.2. This Clause 12 shall survive termination of this Agreement.

13. Term and Termination

13.1. This Agreement shall commence on the date specified in the relevant SOW/Proposal or the date of engagement of Services and shall continue, unless terminated earlier in accordance with this Clause 13, until the completion of the Services as specified in the SOW/Proposal (the "Term").

13.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement or a specific SOW/Proposal with immediate effect by giving written notice to the other party if:

• a. The other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
• b. The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• c. The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

13.3. Quills Consultancy may terminate this Agreement or an SOW/Proposal by giving the Client 30 days' written notice for any reason.

13.4. The Client may terminate this Agreement or an SOW/Proposal by giving Quills Consultancy 30 days' written notice for any reason, subject to payment for all Services performed up to the date of termination and any non-cancellable costs incurred by Quills Consultancy.

13.5. Effects of Termination:

• a. On termination or expiry of this Agreement, the Client shall immediately pay to Quills Consultancy all of Quills Consultancy's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Quills Consultancy shall submit an invoice, which shall be payable by the Client immediately on receipt.
• b. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
• c. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including Clauses 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (Data Protection), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution and Governing Law), and 16 (General Provisions)) shall remain in full force and effect.
• d. On termination, each party shall, on request from the other party, return or destroy all Confidential Information of the other party in its possession or control.

14. Dispute Resolution and Governing Law

14.1. Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.2. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

14.3. Amicable Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly through negotiations between their respective senior executives.

14.4. Mediation: If the dispute cannot be resolved through negotiations within 30 days, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.

14.5. EU Clients: If you are a consumer based in the European Union, you may be entitled to certain protections afforded to you by the mandatory provisions of the law of the country in which you reside. Nothing in this Clause 14 shall limit your right to take proceedings against Quills Consultancy in the courts of your country of residence where such right is mandatory. For EU consumers, an online dispute resolution (ODR) platform is provided by the European Commission to facilitate the resolution of disputes: http://ec.europa.eu/odr.

15. Notices

15.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:

• a. Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• b. Sent by email to the address specified in Clause 2 (Company Information) for Quills Consultancy, or the primary email address provided by the Client.

15.2. Any notice or communication shall be deemed to have been received:

• a. If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
• b. If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service;
• c. If sent by email, at 9.00 am on the next business day after transmission.

15.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. General Provisions

16.1. Force Majeure: Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

16.2. Assignment and Other Dealings: The Client shall not assign, transfer, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights and obligations under this Agreement without Quills Consultancy's prior written consent. Quills Consultancy may at any time assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under this Agreement.

16.3. No Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.4. Severability: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

16.5. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

16.6. Third Party Rights: Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.7. Relationship of Parties: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.8. Amendments: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Specific Provisions for Online Services and Consumers

17.1. Accessibility of Terms: These Terms are available on our website. We recommend that you print a copy of these Terms for future reference.

17.2. Information Provided: We take care to ensure that all information provided on our website, including about our Services and pricing, is accurate. However, errors may occur. If we discover an error in the price or description of Services you have ordered, we will inform you as soon as possible and give you the option of reconfirming your order at the correct price/description or cancelling it.

17.3. Consumer Rights - Distance Selling (For UK and EU Consumers where applicable):

• a. If you are a consumer and this Agreement has been concluded exclusively by means of distance communication (such as online), you typically have the right to cancel this Agreement within 14 days without giving any reason (the "Cancellation Period").
• b. The Cancellation Period will expire after 14 days from the day of the conclusion of the contract.
• c. To exercise the right to cancel, you must inform us of your decision to cancel this Agreement by a clear statement (e.g., a letter sent by post or email to the addresses listed in Clause 2).
• d. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel this Agreement before the Cancellation Period has expired.
• e. Effects of Cancellation: If you cancel this Agreement within the Cancellation Period, we will reimburse to you all payments received from you. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.
• f. Requesting Service Commencement during Cancellation Period: If you requested us to begin the performance of Services during the Cancellation Period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this Agreement.

18. Compliance with EU Law for EU Clients

18.1. Quills Consultancy LTD is a company based in the United Kingdom. When providing Services to Clients based in the European Union, we will comply with applicable EU laws, including the EU GDPR and relevant consumer protection directives, as implemented in the relevant EU member state.

18.2. This Agreement shall not limit any mandatory rights you have as an EU consumer under the laws of your country of residence if those rights are more favourable than those set out herein.

18.3. UK service providers' access to the EU market is governed by the EU-UK Trade and Cooperation Agreement. Quills Consultancy will adhere to the specific national regulations of any EU member state in which it provides services.