Inclusive Employers Last updated: 2026
The Customer’s attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. Definitions and interpretation
1.1 In this Agreement the following definitions apply unless the context requires otherwise:
“Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document.
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.
“Customer” means the organisation or person who purchases Services from the Supplier.
“Data” means all data, information, text, drawings, diagrams, images, sounds and other materials which are embodied in any medium, including any electronic, optical, magnetic or tangible medium including compilations of any of the foregoing.
“Data Protection Legislation” means (i) the UK Data Protection Legislation and all laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended from time to time, including, without limitation, the EU Directive 2002/58/EC (as amended by 2009/139/EC), the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) (“EU GDPR”) and any consequential national data protection legislation, in each case, to the extent in force, and as such are updated, amended or replaced from time to time and (ii) any other national privacy laws in force in any relevant jurisdiction which implements the EU GDPR, and all applicable formal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of the Information Commissioner’s Office, other relevant regulator, and or relevant industry body, in each case in any relevant jurisdiction(s).
“Data Subject” has the meaning given under the Data Protection Legislation.
“Deliverables” means the deliverables set out in the Specification Document produced by the Supplier for the Customer.
“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.
“Personal Data” means any information which: (i) falls within the definition of “Personal Data” under the Data Protection Legislation; and (ii) in relation to which IEL is required to Process (subject to the Data Protection Legislation) in connection with this Agreement.
“Processing” and “Process” have the meaning given under the Data Protection Legislation.
“Services” means the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Specification Document.
“Specification Document” means a statement of work and price payable, quotation, proposal or other similar document describing the Services to be provided by the Supplier.
“Supplier” means INCLUSIVE EMPLOYERS LIMITED of 30 Stamford Street, London, England SE1 9LQ.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including, but not limited to, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and guidance and/or codes of practice issued by the UK Information Commissioner’s Office.
“UK GDPR” means the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
1.2 Interpretation:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written excludes fax but not email.
2. General
2.1 These Terms and Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer.
2.2 Before the commencement of the Services the Supplier shall submit to the Customer a Specification Document which shall specify the Services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
3. Price and payment
3.1 The price for the Services is as set out in the Specification Document.
3.2 For Services where the price is less than £10,000 plus VAT, invoices will be issued upfront on project acceptance. For Services where the price is greater than £10,000, invoices will be issued in milestones for work completed, as set out in the Specification Document.
3.3 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, including travel expenses, hotel costs, subsistence, and any associated expenses. All travel will be undertaken in a cost-effective manner, and unless otherwise agreed in writing, air and rail travel shall be in standard/economy class.
3.4 Invoiced amounts shall include VAT at the then current rate where applicable and shall be due and payable within 30 days of date of invoice.
3.5 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the Services are supplied.
3.6 The Supplier may at its absolute discretion, carry out credit checks on any Customer prior to the supply of Services. The Customer consents to the Supplier obtaining and using information from credit reference agencies and other sources for this purpose. If, following such credit checks, the Supplier determines that the Customer presents an elevated credit risk, the Supplier reserves the right to require payment of the Services (in whole or in part) in advance. The Customer acknowledges that receipt of the Services is conditional on compliance with such revised payment terms.
4. Specification of the services
The Supplier warrants that on delivery, the Services shall conform in all material respects with the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5. Supply of services
5.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
5.2 The Supplier shall use reasonable endeavours to meet any performance dates set out in the Specification, but any such dates shall be estimates only. Time for delivery shall not be of the essence for the performance of the Services and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services.
5.3 Where services are to be delivered by Supplier personnel and the Customer wishes to change or cancel agreed delivery dates, the Customer shall notify the Supplier of its request to reschedule or cancel. The Supplier shall use all reasonable endeavours to accommodate these requests but reserves the right to charge the Customer for any such reschedule or cancellation as follows:
5.3.1 less than five working days: 100% of the charges payable for such rescheduled or cancelled Services plus any unavoidable travel, accommodation or other costs;
5.3.2 more than five working days but less than ten working days: 50% of the charges payable for such rescheduled or cancelled Services plus any unavoidable travel, accommodation or other costs; and
5.3.3 more than ten working days but less than twenty working days: 25% of the charges payable for such rescheduled or cancelled Services plus any unavoidable travel, accommodation or other costs.
6. Customer’s obligations
6.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
6.1.1 co-operate with the Supplier;
6.1.2 provide the Supplier with any information reasonably required by the Supplier, and ensure that such information is complete and accurate in all material respects;
6.1.3 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the commencement of the Services;
6.1.4 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier; and
6.1.5 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
6.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 6.1.
6.3 If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
6.3.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
6.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 6.3; and
6.3.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
7. Alterations to the specification document
7.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of the Services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed Services and price and any other terms agreed between the parties.
7.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
7.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
7.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
8. Warranty
8.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
8.2 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are to the fullest extent permitted by law hereby excluded in relation to the services to be provided by the Supplier.
9. Indemnification
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Services provided by the Supplier in accordance with the Specification Document infringes an Intellectual Property Right of a third party.
10. Limitation of liability
10.1 Nothing in the Agreement limits any liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
10.1.4 any liability that legally cannot be limited.
10.2 Subject to clause 10.1, the Supplier’s total liability (including every kind of liability arising under or in connection with the Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, to the Customer shall not exceed the price paid by the Customer for the Services to which the claim relates.
10.3 Subject to clause 10.1, in no event shall the Supplier be liable to the Customer for any: a) loss of sales or business; b) loss of opportunity; c) loss of profits; d) loss of agreements or contracts; e) loss of anticipated savings; f) loss of use or corruption of software, data or information; g) loss of or damage to goodwill; and h) any indirect or consequential loss or damage whatsoever.
10.4 This clause 10 shall survive termination of the Agreement.
11. Confidentiality and privacy
11.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives, contractors or subcontracts 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 the 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 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
11.4 The Supplier will be able to refer to the fact that the Customer is a customer and such information shall not be deemed to be confidential.
11.5 The Supplier shall at all times during the term of this Agreement (and to the extent applicable following its expiry) comply with its Privacy Policy as detailed on its website.
11.6 Both parties will comply at all times with their own obligations under the Data Protection Legislation. The parties acknowledge and agree that the Customer is the Controller and the Supplier is the Processor acting for and on behalf of the Customer.
11.7 The Supplier will Process Personal Data only as required to provide the services set out in the Specification. The scope, nature and purpose of Processing by the Supplier, the duration of the Processing and the types of Personal Data and categories of Data as required by Article 28 (3) of the GDPR or equivalent provisions of any Data Protection Laws are set out in Annex 1 or as otherwise agreed between the parties.
11.8 Without prejudice to the generality of clause 11, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to the Supplier for the duration and purposes of this Agreement.
11.9 Without prejudice to the generality of clause 11, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:
11.9.1 process that Personal Data only on the documented written instructions of the Customer which are set out in Annex 1;
11.9.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
11.9.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
11.9.4 not transfer any Personal Data outside of the UK or EEA unless the following conditions are fulfilled:
11.9.4.1 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
11.9.4.2 the Data Subject has enforceable rights and effective legal remedies;
11.9.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
11.9.4.4 the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
11.9.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.9.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
11.9.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of this Agreement unless required by Domestic Law or EU Law to store the Personal Data; and
11.9.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 11.
11.10 The Customer hereby consents to the appointment of all subcontractors that the Supplier has appointed as third-party processors of Personal Data in order to assist the Supplier in complying with its obligations under this Agreement. The Supplier has, or as the case may be, will enter into, written agreements with each subcontractor incorporating terms which are similar to those set out in this clause 11. As between the parties, the Supplier shall remain fully liable for all acts or omissions of any subcontractors appointed by its pursuant to this clause 11 relating to their processing of the Personal Data.
12. Termination
12.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.1.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.1.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.1.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.1.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
12.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if:
12.2.1 the Customer fails to pay any amount due under the Agreement on the due date for payment; or
12.2.2 there is a Change of Control of the Customer.
12.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Agreement or any other contract between the Customer and the Supplier if:
12.3.1 the Customer fails to pay any amount due under the Agreement on the due date for payment;
12.3.2 the Customer becomes subject to any of the events listed in clause 12.1.3 to clause 12.1.5; or
12.3.3 the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 12.1.3 to clause 12.1.5.
13. Consequences of termination
13.1 On termination of the Agreement:
13.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.1.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
13.2 Termination of the Agreement shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
13.3 Any provision of the Agreement that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
14. Intelectual property rights
14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
14.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business for internal purposes only.
14.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 14.2.
14.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Agreement for the purpose of providing the Services to the Customer.
15. Force majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
16. Independent contractors
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
17. Assignment and other dealings
17.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
17.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Supplier.
18. Severability
If any provision or part provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision or part provision deleted. If any provision or part provision of the Agreement is deemed deleted under this clause 19 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
19. Waiver
19.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20. Notices
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall (unless the contrary is proved) be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
21. Entire agreement
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
22. Third parties rights
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
23. Variation
Except as set out in these Terms and Conditions, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
24. Governing body and jurisdiction
24.1 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.
24.2 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 the Agreement or its subject matter or formation.
Annex 1: Data Processing Register
1 Data Subjects
i. Employees of the Customer
2 Nature and Purposes of the Processing
i. To enable the Supplier to provide the Services set out in the Specification Document
ii To enable the Supplier to deal with sales enquiries and process orders
iii To enable the Customer to gain access to Supplier material
3 Methods of Processing
i. Organisation, adaption or alteration of the information or data
ii. Retrieval, consultation or use of the information or data
iii. Disclosure of the information or data by transmission, dissemination or otherwise making available, and/or
iv. Alignment, combination, blocking, erasure or destruction of the information or data.
4 Categories of Data
i. The Personal Data provided by the Customer to the Supplier as part of the provision of Services in accordance with this agreement which may include, in relation to Data Subjects: names, titles, addresses and telephone numbers. This may be in relation to the Customer’s current, former and potential employees, agents, officers, contractors, clients and suppliers.
5 Recipients and Location
i. Inclusive Employers Limited UK