terms & conditions
last updated
April 2026
definitions
In these Terms:
"Agreement" means these Terms together with any Statement of Work agreed between the parties.
"Alldis Associates" means Alldis Associates Ltd, a company registered in England and Wales.
"Client" means the company or entity named in the Statement of Work.
"Deliverables" means any work product, documents, reports, strategies, materials, or outputs produced by Alldis under an engagement.
"Fees" means the amounts payable by the Client as set out in the Statement of Work.
"Intellectual Property Rights" means all patents, copyright, design rights, trademarks, trade secrets, know-how, and any other intellectual or industrial property rights, whether registered or unregistered.
"Services" means the advisory, consultancy, or interim leadership services described in the Statement of Work.
"Statement of Work" or "SOW" means a written document agreed by both parties that sets out the scope, fees, timeline, and any other engagement-specific terms.
engagement and scope
2.1 These Terms govern all engagements between Alldis Associates and the Client. In the event of any conflict between these Terms and a Statement of Work, the Statement of Work takes precedence in respect of the specific matter it addresses.
2.2 Each engagement will be described in a Statement of Work. No engagement commences until both parties have agreed a SOW in writing.
2.3 Any material change to the scope of Services must be agreed in writing by both parties before additional work begins. Alldis Associates reserves the right to adjust Fees accordingly where scope changes increase the work required.
2.4 Alldis Associates may engage subcontractors or associates to deliver part of the Services, provided that Alldis Associates remains responsible to the Client for the quality and delivery of those Services.
Fees & payment
3.1 Fees will be structured as set out in the relevant SOW and may take the form of a fixed project fee, a day rate, a retainer, or a combination of these.
3.2 Alldis Associates will issue invoices in accordance with the schedule set out in the SOW, or where no schedule is specified, upon completion of each agreed milestone or at the end of each calendar month.
3.3 All invoices are due and payable within 7 days of the invoice date.
3.4 All Fees are exclusive of VAT, which will be charged at the applicable rate where required.
3.5 If the Client fails to pay any invoice by the due date, Alldis Associates reserves the right to:
charge interest on the overdue amount at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment in full (pursuant to the Late Payment of Commercial Debts (Interest) Act 1998); and
suspend delivery of the Services until all outstanding amounts are paid in full.
3.6 Alldis Associates will not be liable for any loss or damage arising from a suspension of Services under clause 3.5.
intellectual property
4.1 All Intellectual Property Rights in any Deliverables created by Alldis Associates in the course of an engagement remain the property of Alldis Associates until the Client has paid all Fees due under the relevant SOW in full.
4.2 Upon receipt of full payment, Alldis Associates assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for that engagement, to the extent such rights are assignable.
4.3 Notwithstanding clause 4.2, Alldis Associates retains ownership of all pre-existing materials, methodologies, frameworks, tools, and know-how that it brings to or develops independently of any engagement. Where such materials are incorporated into Deliverables, Alldis Associates grants the Client a non-exclusive, perpetual, royalty-free licence to use them solely in connection with the Deliverables.
4.4 The Client warrants that any materials it provides to Alldis Associates for use in delivering the Services do not infringe the Intellectual Property Rights of any third party.
confidentiality
5.1 Each party agrees to keep confidential all non-public information it receives from the other party in connection with an engagement, and not to disclose such information to any third party without the prior written consent of the disclosing party.
5.2 Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is required to be disclosed by law or regulatory authority, provided the receiving party gives reasonable prior notice where permitted.
5.3 Alldis Associates may reference the Client's name and the general nature of an engagement for marketing purposes unless the Client requests otherwise in writing prior to the commencement of the engagement.
5.4 Confidentiality obligations under this clause survive termination of the Agreement for a period of two years.
client obligations
6.1 The Client agrees to provide Alldis Associates with timely access to personnel, information, systems, and any other resources reasonably necessary for Alldis Associates to deliver the Services.
6.2 The Client acknowledges that Alldis Associates' ability to deliver the Services, and any agreed timelines, may be affected by the Client's failure to fulfil its obligations under clause 6.1. Alldis Associates will not be in breach of the Agreement where delays result from the Client's failure to cooperate.
6.3 Where the engagement involves an interim leadership role, the Client remains responsible for all employment, HR, and regulatory matters relating to its own employees and contractors. Alldis Associates does not assume any employer obligations in respect of the Client's staff.
warranties and representations
7.1 Alldis Associates warrants that it will perform the Services with reasonable skill and care.
7.2 Alldis Associates does not warrant that the Services or Deliverables will achieve any particular commercial outcome. Recommendations made by Alldis Associates represent professional judgement based on the information available at the time and do not constitute guarantees of result.
7.3 The Client warrants that: (a) it has the authority to enter into this Agreement; and (b) the information it provides to Alldis Associates is accurate and complete to the best of its knowledge.
limitation of liability
8.1 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
8.2 Subject to clause 8.1, Alldis Associates' total aggregate liability to the Client under or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to Alldis Associates under the relevant Statement of Work.
8.3 Subject to clause 8.1, Alldis Associates shall not be liable to the Client for any: (a) indirect or consequential loss; (b) loss of profit, revenue, or anticipated savings; (c) loss of business or contracts; or (d) reputational damage, whether or not such losses were foreseeable or Alldis Associates had been advised of their possibility.
termination
9.1 Either party may terminate an engagement immediately by written notice if the other party:
commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice specifying the breach;
becomes insolvent, enters administration, receivership, or liquidation, or is unable to pay its debts as they fall due; or
ceases to carry on business.
9.2 On termination for any reason, the Client shall pay all Fees due for Services performed up to and including the date of termination. Where Fees are fixed, Alldis Associates will invoice on a pro-rata basis for work completed.
9.3 On termination, each party shall promptly return or destroy the other party's confidential information on request, save to the extent retention is required by law.
9.4 Clauses 4, 5, 7, 8, 9.2, 9.3, and 11 survive termination.
Data protection
10.1 Each party shall comply with its obligations under the UK GDPR and the Data Protection Act 2018 in connection with any personal data processed in the course of an engagement.
10.2 Where Alldis Associates processes personal data on behalf of the Client as a data processor, the parties will agree a data processing addendum prior to any such processing commencing.
general
11.1 Entire agreement. These Terms and any SOW constitute the entire agreement between the parties in respect of each engagement and supersede all prior discussions, representations, and agreements.
11.2 Variation. No variation to these Terms is effective unless agreed in writing by both parties.
11.3 Waiver. Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other.
11.4 Severance. If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it shall be severed. The remaining provisions continue in full force.
11.5 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without Alldis Associates' prior written consent. Alldis Associates may assign the benefit of this Agreement to any successor entity or group company.
11.6 Third parties. Nothing in these Terms confers any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
11.7 Force majeure. Neither party shall be in breach of the Agreement for any failure or delay in performance caused by circumstances beyond its reasonable control, provided it notifies the other party promptly and takes reasonable steps to mitigate the impact.
11.8 Governing law. This Agreement is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.
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These Terms should be read alongside the relevant Statement of Work. Together they form the binding agreement between Alldis Associates Ltd and the Client.
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Alldis Associates Ltd.
© 2026
Registered in England & Wales
Company Number 13895326
Registered Office: 4 Stansted Villas, PO10 8TD