THE WORKFLOW PEOPLE LTD : STANDARD TERMS OF BUSINESS
You have chosen to work with The Workflow People and we can’t wait to get started on our project!
By accepting a proposal or quote from The Workflow People you agree to the Standard Terms of Business listed below (Last updated April 2026):
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these Terms.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: confidential information in whatever form relating to Your business, customers, products, affairs and finances for the time being confidential to You.
Contract: the contract between You and us for the supply of Services in accordance with these Terms.
Deliverables: all boards, workflows, templates, dashboards, documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Equipment: any equipment, systems, cabling or facilities provided by You and used directly or indirectly in the supply of the Services
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Manager: Your manager for the Services, appointed by You in accordance with clause 3.2.
Proposal: Your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to You in a consultancy capacity as set out in the Proposal.
Terms: the terms and conditions set out in this document.
Training Session: any training session, seminar, strategy session or workshop provided by us in accordance with these Terms.
We/us: refers to The Workflow People Ltd, the service provider, and includes any employees, agents, or representatives acting on our behalf. Our registered address is Building 1000, Cambridge Research Park, CB25 9PD and VAT number is 442129615.
Writing or written: includes email.
You: refers to the client, which may include individuals, partnerships, companies, or other legal entities that engage our services under these terms of business.
The headings do not affect the interpretation of this agreement.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
2. Basis of Agreement
2.1 These Terms and the Proposal constitute the entire agreement between You and us. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Proposal.
2.2 If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3 These Terms shall become binding on You and us and a contract shall be formed between us upon the earlier of (a) You signing and returning to us the Proposal; or (b) You instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or orally); or (c) Your payment of the deposit invoice whichever is the earlier.
2.4 Any Proposal or quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.
3. Your Duties
You will:
3.1 provide to us all the information we reasonably request to allow us to provide the Services;
3.2 co-operate with us in all matters relating to the Services and appoint the Manager in relation to the Services, who shall have the authority contractually to bind You on matters relating to the Services;
3.3 provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Your data, software, systems, premises, and other facilities as we reasonably require in order to provide You with the Services;
3.4 respond promptly to any requests for information or any other communications necessary for the timely progression of the project. Delays in Your responses may impact the project timeline and may result in additional fees;
3.5 inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at Your premises;
3.6 ensure that all Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services; and
3.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Equipment, before the date on which the Services are to start.
4. Our Duties
4.1 We will provide You with the Services as set out in the Proposal.
4.2 The provision of Services will only commence when You accept these Terms & Conditions and Your deposit has been paid in full.
4.3 Occasionally, the scope of the Services may change from what was originally anticipated. In such case, any changes must be agreed in writing by both parties and where there is extra work involved, additional fees will apply. You may also choose to continue working with us after the completion of our initial project, in which case additional fees will apply.
4.4 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that You will not be liable to bear the cost of such functions.
4.5 We shall:
(a) provide the Services with all due care, skill and ability in accordance with generally accepted industry standards;
(b) unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract; and
4.6 We do not guarantee that:
(a) the Services will be uninterrupted or error-free; or
(b) any systems, platforms or integrations (including monday.com or other third party software) will be continuously available.
4.7 You acknowledge that the performance and availability of Deliverables may depend on third party providers and systems outside our control.
4.8 We shall not be liable for any delay, failure or degradation in performance caused by:
(a) third party platforms or integrations;
(b) Your systems or infrastructure; or
(c) factors outside our reasonable control.
5. Fees and Booking
5.1 The fees for the Services are as set out in the Proposal.
5.2 For the avoidance of doubt, monday.com license fees and any other third party application or software fees are not included and must be paid directly to the provider.
5.3 Unless expressly stated otherwise, all fees paid for the Services are non-refundable.
5.4 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Proposal.
5.5 A deposit of 50% of the total fees is required to secure the Services and the scheduled delivery dates, unless otherwise agreed between the two parties.
5.6 The 50% balance of payment shall be due on either of the completion of the Services as set out in the Proposal or three months after the start date of the project, whichever date is first. You agree to make the payment in full by the specified due date.
5.7 For Training Sessions or other Services where the Proposal refers to one single payment, we will invoice You the full amount of the fixed price in advance.
5.8 Training sessions are non-refundable. If you wish to reschedule, You must notify us at least 48 hours in advance. All reasonable efforts will be made to reschedule within a one month period. After this time, additional fees will apply.
5.9 Where no specific Training Sessions are specified in the Proposal or where You wish to book additional Training Sessions, You may agree these with us by telephone or email.
5.10 Where additional Training Sessions are booked, we will invoice You after You have made a booking and before the relevant Training Session(s) and You must pay us in full in cleared funds before the relevant Training Session.
5.11 Where the Proposal refers to payment of stage payments or retainers we will invoice You for the initial payment in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.12 Where the Services are provided on a time-and-materials basis:
(a) the fees payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates as amended from time to time;
(b) our daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
(c) we shall be entitled to charge at an overtime rate of 150% of the normal rate for part days and for time worked outside the hours referred to in clause 5.5(b) above on a pro-rata basis. Any work to be undertaken outside of our normal working hours would be agreed prior to commencement; and
(d) we will invoice You monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.13 All fees are stated exclusive of VAT which shall be added to the fees at the applicable rate (where necessary).
5.14 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 14 days of the date of the invoice or prior to the commencement of the Services, whichever is sooner.
5.15 Without prejudice to any other right or remedy, if You fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Starling Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and You shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.16 All fees are stated exclusive of expenses incurred by us. Subject to Your prior written consent, You will reimburse us for all training venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
6. Acceptance of Deliverables
6.1 Upon completion of the Deliverables as set out in the Proposal, we may notify You that they are ready for review.
6.2 You shall review the Deliverables within 10 Business Days (or such other period agreed in writing) and either confirm acceptance or provide reasonable written details of any material non-conformity with the agreed scope.
6.3 If You do not respond within this period, the Deliverables shall be deemed accepted.
6.4 Once accepted (or deemed accepted), the Deliverables shall be treated as complete and any further work shall be subject to additional fees.
7. Confidential Information
7.1 We acknowledge that in the course of providing the Services we will have access to Confidential Information. We shall not (except in the proper course of our duties) use or disclose to any third party any Confidential Information.
7.2 You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to You and any other confidential information concerning our business or our products and services which You may obtain.
7.3 The restrictions in clauses 7.1 and 7.2 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom the information relates; or
(b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
8. Publicity
8.1 We may refer to You as a client and use Your name, logo and brand assets for the purposes of marketing and promoting our services, including on our website, in presentations, proposals and other marketing materials.
8.2 We may also develop and publish case studies describing the Services provided to You, which may include a summary of the work undertaken and the results achieved.
8.3 Nothing in this clause permits us to disclose Your Confidential Information without Your prior written consent.
9. Information Security and Access
9.1 You shall provide us with access to systems, data and environments as reasonably required to perform the Services.
9.2 We shall implement and maintain reasonable and appropriate technical and organisational security measures consistent with industry standards to protect Your data and systems.
9.3 We shall take reasonable care to avoid introducing viruses, malicious code or vulnerabilities into Your systems, but we do not warrant that the Services will be free from such risks.
9.4 You acknowledge that:
(a) we rely on third party platforms, infrastructure and software; and
(b) no system is completely secure.
9.5 To the fullest extent permitted by law, we shall not be liable for:
(a) any unauthorised access, data loss or system compromise arising from factors outside our reasonable control; or
(b) vulnerabilities inherent in third party systems or Your own infrastructure.
10. Data Protection
10.1 We will process Your personal data in accordance with our Privacy Notice that You can view at: https://www.theworkflowpeople.co.uk/privacy-policy
10.2 You acknowledge that, in relation to any personal data processed in connection with the Services, You shall be the data controller and we shall be the data processor, except where we determine the purposes and means of processing, in which case we shall act as an independent controller.
10.3 Where we act as a data processor, we shall:
(a) process personal data only on Your documented instructions (unless required by law);
(b) ensure that persons authorised to process personal data are subject to appropriate confidentiality obligations;
(c) implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
(d) assist You, at Your cost, in responding to requests from data subjects and in meeting Your compliance obligations under UK GDPR;
(e) notify You without undue delay upon becoming aware of a personal data breach affecting personal data processed on Your behalf;
(f) upon termination of the Services, at Your option, return or securely delete personal data (unless required to retain it by law).
10.4 You authorise us to appoint sub-processors as reasonably required for the performance of the Services, provided that we remain responsible for their acts and omissions.
10.5 You warrant that You have all necessary rights, consents and lawful bases to provide personal data to us for processing in connection with the Services.
11. Intellectual Property
11.1 We shall retain ownership of all Intellectual Property Rights in the Services and Deliverables, including any methodologies, frameworks, templates, know-how, processes, and pre-existing materials used or developed by us in the course of providing the Services.
11.2 Subject to full payment of all fees due under the Contract, we grant to You a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify and adapt the Deliverables for the purposes of Your business operations.
11.3 For the avoidance of doubt, You may not sell, license, or commercially exploit the Deliverables as standalone products or services to third parties, nor use the Deliverables to compete directly with our services.
11.4 You grant to us a non-exclusive, worldwide, royalty-free licence to use any materials or content You provide to us solely for the purpose of delivering the Services.
11.5 Nothing in this Contract shall prevent us from using any general skills, knowledge, experience, methodologies, workflows, frameworks, or ideas developed or used in the course of providing the Services, provided that we do not disclose Your Confidential Information.
11.6 You acknowledge that, where we do not own any of the materials or content which we submit to You, Your use of rights in such materials or content is conditional on our obtaining a licence (or sub-licence) from the relevant licensor or licensors.
11.7 Where Deliverables include third party materials or software, Your use of such materials shall be subject to the applicable third party licence terms.
12. Limitation of Liability
12.1 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by You resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in Your or our reasonable contemplation and including any loss or damage suffered by You as a result of advice or opinions given by the Individual or by any of our employees, agents, consultants or subcontractors).
12.2 If we are prevented from or delayed in performing our obligations by Your act or omission (or the act or omission of Your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay.
12.3 In the event that we are found liable to You for any loss or damage, this liability shall be limited to the amount of any fees You paid to us in accordance with these Terms in the 12 months preceding the judgment.
12.4 In relation to the Services provided under this Contract, we shall not be liable for any act or omission of any third party, including but not limited to monday.com,
12.5 This exclusion of liability applies to any loss, damage, or expense incurred by you as a result of the actions or inactions of monday.com or any other third party.
12.6 We may occasionally recommend third party applications available on the monday.com marketplace or other third party software, but the assessment and selection remains Your ultimate responsibility. For the avoidance of doubt, we exclude all liability for any loss or damage you might suffer as a result of using these apps (including all consequential loss or damage howsoever caused and whether or not this was in Your or our reasonable contemplation and including any loss or damage suffered by You as a result of advice or opinions given by the Individual or by any of our employees, agents, consultants or subcontractors).
12.7 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
12.8 This clause 12 shall survive termination of the Contract.
13. Force Majeure
13.1 Neither party shall be in breach of this Contract nor liable for any delay or failure in performing its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”).
13.2 A Force Majeure Event includes (but is not limited to):
(a) acts of God, flood, fire, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) war, terrorism, civil commotion or riots;
(d) failure or interruption of utilities, telecommunications or internet services;
(e) cyber incidents, system failures or outages;
(f) failure or delay of third party suppliers, platforms or service providers (including software or hosting providers);
(g) outages or changes imposed by third party software providers including but not limited to monday.com
(h) strikes, industrial disputes or labour shortages;
(i) illness, incapacity or unavailability of key personnel; and
(j) any law or governmental order, rule or restriction.
13.3 The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration and use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
13.4 If the Force Majeure Event continues for a period of more than 30 days, either party may terminate this Contract on written notice without liability, except in respect of fees accrued prior to termination.
14. Termination
14.1 We may terminate this Contract on 1 months’ notice for any reason with no liability to provide any further services to You.
14.2 You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
14.3 Notwithstanding clause 14.1, we may terminate this Contract with immediate effect with no liability to provide any further services to You if at any time:
(a) You fail to make a payment when due and payable under this Contract;
(b) You commit any gross misconduct affecting our business;
(c) You commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) You are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(e) You commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for Your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding You up;
(g) an order is made for the appointment of an administrator to manage Your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for You, or notice of intention to appoint an administrator is given by You or Your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
(h) a receiver is appointed of any of Your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or for You, or if any other person takes possession of or sells Your assets; or
(i) You make any arrangement or composition with Your creditors, or make an application to a court of competent jurisdiction for the protection of Your creditors in any way, or become bankrupt; or
(j) You cease, or threaten to cease, to trade; or
(k) You take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
(l) being an individual, You are subject to a bankruptcy order or are made bankrupt.
(m) We become aware of any applicable global sanctions laws that apply to You.
14.4 Our rights under this clause 13 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
14.5 We shall not be obliged to retain documents and information relating to You after termination of this Contract.
15. Obligations on Termination
15.1 On termination of this Contract You shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either party's outstanding rights or duties, including our right to recover from You any money You owe us under these Terms.
16 . Status
16.1 Our relationship to You will be that of independent contractor and nothing in these Terms shall render us or the Individual Your employee, worker, agent or partner and we shall not hold ourselves out as such.
17. Other Activities
17.1 Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms.
18. Assignment and subcontracting
18.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
18.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under these Terms.
19. Non-Solicitation
19.1 During the term of the Contract and for a period of 12 months following its termination, You shall not, without our prior written consent, solicit or entice away, employ or engage, any of our employees, contractors or consultants who have been materially involved in providing the Services.
20. Notices
20.1 All notices sent by You to us must be sent to The Workflow People, Building 1000, Cambridge Research Park, CB25 9PD or by email to hello@theworkflowpeople.co.uk.
20.2 We may give notice to You at either the e-mail or postal address You provide to us in the Proposal or as subsequently notified by You. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
21. Dispute Resolution
21.1 If a dispute arises, the parties shall first attempt in good faith to resolve it through discussions between senior representatives.
21.2 If the dispute is not resolved within 14 days, the parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
21.3 If the dispute is not resolved through mediation within 30 days, either party may commence proceedings in the courts of England and Wales.
22. General
22.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
22.2 No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
22.3 Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
22.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
22.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and You and we both agree to the exclusive jurisdiction of the English court
VERSION 4.0 April 2026
