HR Support Group Limited

Terms of Business (Business Clients)

Last updated: 01 February 2026

These Terms of Business apply to the supply of HR consultancy and related professional services by HR Support Group Limited ("HRSG") to business clients.

1.1 "Agreement" means these Terms of Business (the "Terms"), the Proposal, any Statement of Work (each, an "SOW"), and any instruction to commence Services (whether verbal, written, or by conduct), together with any documents expressly incorporated by reference.

1.2 "Business Day" means Monday to Friday, excluding public holidays in England.

1.3 "Client" means the organisation, partnership, charity, trust, public body, or other business customer purchasing Services from HRSG.

1.4 "Confidential Information" has the meaning given in clause 14.

1.5 "Deliverables" means all reports, policies, documents, templates, data, and outputs provided by HRSG as part of the Services.

1.6 "Fees" means the charges payable for the Services, as set out in the Proposal, SOW, HRSG written confirmation, or otherwise chargeable under these Terms.

1.7 "HRSG" means HR Support Group Limited and any authorised representative acting on its behalf.

1.8 "Intellectual Property Rights" or "IPR" includes patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all similar rights worldwide, whether registered or unregistered.

1.9 "Proposal" means HRSG's written proposal, quotation, fee estimate, or confirmation email describing the Services, pricing, assumptions, and timescales.

1.10 "Services" means HR consultancy, retained services, investigations, hearings support, training, project work, governance support, and all related professional services provided by HRSG.

1.11 "SOW" means a statement of work signed by both parties describing scope, milestones, fees, and deliverables.

1.12 Clause headings are for convenience only and do not affect interpretation. The words "including", "include", and "in particular" do not limit generality.

2.1 These Terms apply to all Services supplied by HRSG and prevail over any terms proposed or relied upon by the Client, including any purchase order terms, portal terms, or supplier onboarding terms, unless expressly agreed in writing by a director of HRSG.

2.2 Any terms attached to, incorporated in, or referred to in the Client's purchase order, supplier form, vendor portal, onboarding process, or other document are expressly rejected and shall not apply.

2.3 If there is any conflict between the documents forming the Agreement, the following order of precedence applies:

(a) the SOW (if any);

(b) the Proposal or HRSG written confirmation of instruction;

(c) these Terms.

2.4 No amendment to this Agreement is binding unless agreed in writing by an authorised representative of HRSG.

2.5 The Client is deemed to have accepted these Terms in full, and a binding contract is formed, immediately upon the earliest of:

(a) signing a Proposal or SOW;

(b) giving HRSG a verbal or written instruction to commence Services;

(c) requesting attendance at a meeting, hearing, call, or site visit;

(d) providing documents, information, or access so that HRSG can begin work;

(e) accepting or using any Deliverables or Services supplied by HRSG; or

(f) otherwise permitting HRSG to commence work.

2.6 For the avoidance of doubt, the Client's instruction may be given verbally (including by telephone, video call, or in-person meeting), and such verbal instruction is sufficient to create a legally binding contract on these Terms.

2.7 Where instruction is given verbally, HRSG may issue a written confirmation email summarising the instruction, scope, and charging basis. Unless the Client objects in writing within 1 Business Day, that confirmation is conclusive evidence of the instruction and the applicable basis of charge.

2.8 The Client warrants that any person instructing HRSG on its behalf has actual or apparent authority to bind the Client. The Client remains liable for all Fees and charges incurred in reliance on such instruction.

2.9 The absence of a purchase order, supplier number, procurement form, or internal approval process does not prevent Fees becoming due where the Client has instructed HRSG to commence Services.

2.10 Without limitation, HRSG may rely on call notes, diary entries, meeting invites, emails, messages, document transfers, attendance records, draft documents, and any subsequent conduct consistent with an instruction to act as evidence that the Client instructed HRSG and accepted these Terms.

3.1 The Agreement begins, and Fees begin to accrue, on the date the Client accepts a Proposal, gives an instruction (verbal or written), or otherwise requests or permits HRSG to commence Services.

3.2 HRSG shall provide the Services with reasonable skill and care.

3.3 The Client shall provide timely information, access, decisions, and cooperation reasonably required for HRSG to perform the Services.

3.4 Any timescales are estimates only unless expressly stated otherwise in writing. Time is not of the essence unless expressly agreed.

4.1 HRSG provides HR consultancy and related professional support only and is not a law firm.

4.2 HRSG does not provide regulated legal advice or reserved legal activities. The Client should obtain independent legal advice where required, including in relation to TUPE, litigation, settlement agreements, and tribunal proceedings.

5.1 Fees are as set out in the Proposal, SOW, HRSG written confirmation, or otherwise agreed with the Client.

5.1A Where Services are instructed before a written Proposal or SOW is issued, the Client shall pay HRSG at HRSG's then-current standard rates (including any stated hourly or day rate communicated verbally or by email), plus VAT and chargeable expenses.

5.2 Unless agreed otherwise in writing:

(a) travel and out-of-pocket expenses are chargeable at cost;

(b) time is recorded in 15-minute increments;

(c) reasonable administrative charges may apply for printing, venue costs, couriers, or similar disbursements.

5.3 Fees are exclusive of VAT, which is payable at the prevailing rate.

5.4 HRSG's standard hourly rate is GBP 190 per hour unless otherwise agreed in writing.

6.1 Unless otherwise agreed in writing, HRSG invoices:

(a) retainers monthly in advance;

(b) time-based work monthly in arrears;

(c) fixed-fee projects 50% upfront and 50% on delivery, or as otherwise stated in the Proposal or SOW.

6.2 All invoices are due immediately on receipt.

6.3 HRSG's invoice terms apply notwithstanding any conflicting payment terms stated by the Client, including on purchase orders, portals, supplier systems, or standard procurement terms, unless HRSG expressly agrees otherwise in writing.

6.4 The Client may not delay or withhold payment on the grounds of internal procurement process, missing purchase order, internal sign-off, or any requirement not previously agreed in writing by HRSG.

6.5 All payments must be made in full without set-off, withholding, deduction, or counterclaim.

6.6 Payment is complete only when cleared funds are received in HRSG's nominated bank account.

7.1 The Client may only dispute an invoice in good faith and on reasonable grounds relating to the Services actually performed. The Client may not withhold payment due to administrative issues, invoice formatting, missing purchase order, or internal approval delays.

7.2 Any dispute must be raised in writing within 5 Business Days of the invoice date, with full particulars of the disputed items.

7.3 The undisputed portion of any invoice remains payable immediately.

7.4 If no valid dispute is raised within the period stated at clause 7.2, the invoice is deemed accepted.

8.1 For any late payment, HRSG may charge:

(a) interest under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate); and

(b) fixed-sum recovery charges and reasonable debt recovery costs permitted by law.

8.2 HRSG may suspend Services and withhold Deliverables until all overdue sums are paid in full.

9.1 HRSG may review standard rates annually. Updated rates apply to new instructions and to any ongoing Services where the Client is given reasonable written notice.

9.2 Any work outside agreed scope is chargeable at the agreed rate or, if no rate has been agreed, at HRSG's standard rate then in force.

10.1 Any material change to scope, assumptions, deliverables, or timelines should be confirmed in writing.

10.2 HRSG is not obliged to carry out material out-of-scope work until the change and applicable Fees have been agreed.

11.1 The Client must provide accurate information, complete instructions, and timely cooperation.

11.2 HRSG is entitled to rely on information and documentation supplied by or on behalf of the Client.

11.3 The Client shall not, without HRSG's prior written consent, directly solicit or employ HRSG personnel engaged on the Services during the engagement and for 6 months after completion. If the Client breaches this clause, the Client shall pay a recruitment fee equal to 25% of the individual's gross first-year salary or equivalent annualised remuneration.

12.1 HRSG retains ownership of all IPR in the Deliverables and all background materials, methodologies, templates, tools, and know-how until all Fees and charges due under the Agreement have been paid in full.

12.2 Subject to clause 12.1 and full payment, HRSG grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's internal business purposes only.

12.3 The Client may not resell, sublicence, publish, or externally distribute Deliverables (other than to its professional advisers on a confidential basis) without HRSG's prior written consent.

12.4 HRSG may retain and use generic know-how, experience, and non-confidential learnings gained in performing the Services.

13.1 HRSG warrants that it will provide the Services with reasonable skill and care.

13.2 HRSG does not warrant or guarantee any particular commercial, employee relations, litigation, or regulatory outcome.

13.3 To the fullest extent permitted by law, all conditions, warranties, and terms implied by statute or common law are excluded.

14.1 Each party shall keep confidential all information disclosed by the other party that is marked confidential or would reasonably be regarded as confidential by its nature or circumstances of disclosure.

14.2 A party may disclose Confidential Information only to its employees, contractors, insurers, and professional advisers who need to know it for the purposes of the Agreement and who are bound by confidentiality obligations, or where disclosure is required by law, court order, or regulator.

14.3 This clause survives termination of the Agreement for 5 years.

15.1 Each party shall comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018.

15.2 Unless expressly agreed otherwise in writing, each party acts as an independent controller in respect of personal data it processes for the purposes of the Agreement.

15.3 Where HRSG processes personal data solely on the Client's documented instructions as processor, Schedule 1 applies.

15.4 HRSG will implement appropriate technical and organisational measures and notify the Client without undue delay if it becomes aware of a personal data breach affecting personal data processed on the Client's behalf.

16.1 Each party shall comply with applicable UK law relevant to the Agreement, including anti-bribery, anti-slavery, equality, and health and safety obligations.

16.2 HRSG may refer to the Client's name and logo in marketing materials only with the Client's prior written consent.

17.1 HRSG maintains professional indemnity and public liability insurance at commercially appropriate levels and can provide evidence of cover on reasonable request.

18.1 Retainer arrangements continue until terminated by either party giving 30 days' written notice, unless a different minimum term or notice period is stated in the Proposal or SOW.

18.2 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach and, where remediable, fails to remedy it within 14 days of written notice.

18.3 HRSG may suspend Services immediately for non-payment of any undisputed invoice.

18.4 On termination or expiry, the Client shall immediately pay all Fees, expenses, and other sums due and outstanding, including any non-cancellable costs and accrued charges.

18.5 Clauses intended to survive termination (including clauses 6 to 9, 11.3, 12 to 16, 18.4 to 18.6, and 19 to 27) shall continue in force.

18.6 If the Client instructs HRSG to commence any Services (whether verbally or in writing) and then cancels, postpones, or withdraws the instruction, HRSG is entitled to charge, and the Client shall pay, the greater of:

(a) all time spent and allocated up to cancellation, charged at the agreed rate (or, if no rate was agreed, HRSG's standard rate), plus all non-cancellable costs and expenses; or

(b) where a fixed fee had been agreed, a cancellation charge of 65% of the agreed fee, reflecting HRSG's reserved capacity, lost opportunity, administrative time, and demobilisation costs, provided always that the charge is a reasonable and proportionate estimate of HRSG's losses arising from the cancellation.

(c) Where the above terms are not practical HRSG will charge the client £195 per hour for the time spent on the job that has been cancelled, to cover the work carried out (and payable with immediate effect).

18.7 If the cancellation relates to training or workshops, any service-specific cancellation terms in Schedule 2 apply where they provide for a higher charge.

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

19.2 Subject to clause 19.1, HRSG is not liable for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss.

19.3 Subject to clauses 19.1 and 19.2, HRSG's total aggregate liability arising out of or in connection with the Agreement shall not exceed the greater of GBP 250,000 or the total Fees paid by the Client to HRSG in the 12 months preceding the event giving rise to the claim.

20.1 The Client shall indemnify HRSG against losses, claims, costs, and liabilities arising from the Client's breach of the Agreement, negligence, unlawful acts, or provision of inaccurate or misleading information, except to the extent caused by HRSG's negligence or breach.

21.1 Neither party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, flood, fire, cyber incident, utility failure, industrial action by third parties, or government action.

21.2 If a force majeure event continues for more than 30 days, either party may terminate the affected Services on written notice.

22.1 The Client may not assign, transfer, charge, or otherwise deal with its rights or obligations under the Agreement without HRSG's prior written consent.

22.2 HRSG may subcontract elements of the Services and remains responsible for overall performance of the Services.

23.1 The parties shall first seek to resolve disputes in good faith through senior representatives.

23.2 If a dispute is not resolved within a reasonable time, either party may propose mediation under the CEDR Model Mediation Procedure in London.

23.3 Undisputed payment obligations remain due and enforceable during any dispute or mediation process.

24.1 Any notice under the Agreement must be in writing and delivered by hand, pre-paid recorded post, or email to the relevant contact details last notified by the receiving party.

24.2 A notice is deemed received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by recorded post, at 9:00am on the second Business Day after posting;

(c) if sent by email, when sent, unless the sender receives a bounce-back or other delivery failure notice.

25.1 The Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes prior discussions, proposals, and communications on the same subject matter.

25.2 Each party confirms it has not relied on any representation not expressly set out in the Agreement, subject to liability for fraud.

25.3 Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

25.4 A person who is not a party to the Agreement has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

26.1 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

26.2 A delay or failure to exercise any right does not waive that right.

26.3 Rights and remedies under the Agreement are cumulative and do not exclude rights and remedies provided by law.

27.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the laws of England and Wales.

27.2 The courts of England and Wales shall have exclusive jurisdiction.

Subject matter and duration: Processing of personal data as necessary to provide the Services for the duration of the Agreement.

Nature and purpose: Processing employee and HR-related personal data to perform agreed HR functions, administration, and consultancy activities on the Client's behalf.

Types of personal data: Employee names, contact details, job titles, payroll-related data, disciplinary and grievance records, performance data, and other personal data reasonably required for the Services.

Categories of data subjects: The Client's employees, workers, applicants, contractors, and former staff, as relevant to the Services.

S1.1 HRSG shall process personal data only on the Client's documented instructions unless required by law.

S1.2 HRSG shall ensure persons authorised to process personal data are subject to confidentiality obligations.

S1.3 HRSG shall implement appropriate technical and organisational security measures.

S1.4 HRSG shall assist the Client, taking into account the nature of processing, with data subject rights requests, impact assessments, and consultations with the ICO where reasonably required.

S1.5 HRSG shall notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on the Client's behalf.

S1.6 At the end of the Services, HRSG shall delete or return personal data processed as processor (unless retention is required by law).

S1.7 HRSG may use sub-processors subject to written contracts imposing materially equivalent obligations. A current list is available on request.

S1.8 HRSG shall not transfer personal data outside the UK unless adequate safeguards are in place.

Investigations and hearings

(a) HRSG acts impartially and provides factual findings and recommendations based on evidence available at the time.

(b) HRSG does not make final employment decisions; those decisions remain the Client's responsibility, and the advice we give is ONLY guidance.

(c) Recording of meetings is prohibited unless all participants consent in writing.

(d) The Client remains responsible for compliance with ACAS Codes, internal policies, and legal obligations.

Restructures, redundancies and TUPE

(a) HRSG's role is advisory. The Client retains legal responsibility for consultation and compliance.

(b) HRSG may advise on process and risk but does not act as decision-maker.

Training and workshops

(a) Training materials remain HRSG's intellectual property.

(b) The Client may use training materials internally for attendee learning only.

(c) Delegate substitutions are allowed with reasonable prior notice.

(d) Cancellations with fewer than 5 Business Days' notice incur 100% of the agreed fee.

C1. Travel and expenses

Economy travel and accommodation at reasonable rates. Mileage is charged at HMRC rates. Receipts are available on request.

C2. Cancellation policy (non-training)

Retainers: 30 days' notice required.

Fixed-fee projects: If cancelled before completion, HRSG may invoice for work performed to date, committed costs, and a reasonable demobilisation charge.

Started jobs after instruction (including verbal instruction): clause 18.6 applies.

C3. Business continuity and security

HRSG maintains secure systems, data backups, and continuity measures and will inform Clients of any material event affecting service delivery.