Terms of business General outline terms of business

1. About these Terms

These Terms of Business (“Terms”) set out the general terms under which Dan Bayley, trading as db net solutions (“Consultant”, “I”, “me” or “my”) provides consulting and related professional services to clients (“Client”, “you” or “your”).

These Terms apply to all services provided by me unless expressly agreed otherwise in writing.

The specific services, scope, deliverables, fees, time commitment, duration and other commercial arrangements for an engagement will be set out in a separate Statement of Work / Engagement Agreement (“SOW”).

The SOW and these Terms together form the agreement between the Consultant and the Client for that engagement.

If there is any conflict between these Terms and an SOW, the SOW will prevail to the extent of the conflict.

2. Independent Consultant

Under these terms I provide services as an independent self-employed consultant and not as an employee, worker, partner or agent of the Client.

Nothing in these Terms creates an employment relationship, partnership or joint venture between us, and such arangements would need to be agreed separately in writing.

I remain responsible for my own tax and other statutory obligations arising from my business, subject to any applicable off-payroll working or other legislation.

I am generally free to provide services to other clients, provided that doing so does not create a direct conflict of interest or breach my confidentiality obligations.

I retain control over how I perform the Services, subject to the agreed objectives, deliverables, deadlines and reasonable requirements of the Client.

If the Client wants exclusivity, reserved capacity, or any other restriction on my ability to work for other clients or operate my business, that must be expressly agreed in the SOW (or another written agreement) and will attract additional fees. I am willing to consider such arrangements, but they are not included in standard day rates or ordinary engagement fees.

3. Services and Engagements

I will provide the consulting and professional services described in the applicable SOW (“Services”).

Each SOW will normally specify the commercial and operational details for the engagement (scope, deliverables, time commitment, fees, notice, expenses, working arrangements and any other engagement-specific terms).

I am not obliged to undertake work outside the agreed scope of an SOW unless this is separately agreed.

Additional work may be agreed through a revised SOW, written variation, email confirmation or other written agreement.

Direction of day-to-day work

Where the engagement is based on a time commitment, day rate, prepaid block or retainer, day-to-day work may be directed informally. That includes stand-ups, backlog or board items, chat or email requests, calls, and ad hoc “could you just…” requests from the Client or people it authorises to direct the work.

Time spent on such work, including meetings, coordination, administration and related follow-up is chargeable and may be drawn down against prepaid or monthly time. The Client cannot dispute that time solely because the request was informal or not pre-approved in writing.

Material changes to the overall scope, nature or commercial basis of the Services still require agreement under section 9.

4. Availability and Scheduling

My availability is agreed with the Client on an engagement-by-engagement basis.

Where an SOW specifies particular days, a minimum commitment or reserved availability, those arrangements form part of the commercial agreement for the engagement. Once days or periods are agreed, I may schedule other clients and commitments around them.

The Client should provide reasonable notice of changes to requirements or requested working days. I will consider reasonable requests to move agreed days, but I am not obliged to reschedule where that would conflict with other commitments made in reliance on the agreed diary. If moved days cannot be accommodated, the original booked or allocated time remains chargeable in accordance with section 8 and the applicable SOW.

Where the Client cancels or changes previously agreed work, the commercial consequences will be determined by the applicable SOW.

I am not required to maintain availability indefinitely for work that has not been agreed or committed to by the Client.

5. Fees

Fees will be specified in the applicable SOW. Fees are most commonly based on a day rate, but an SOW may instead provide for another commercial arrangement, such a fixed price delivery.

Unless expressly stated otherwise, a day rate relates to a day of Services actually provided or otherwise chargeable under the applicable SOW.

Common fee arrangements include:

• Day rate charged for days (or part-days, if agreed) of Services provided.
• Prepaid time block a block of days or hours agreed and paid in advance, then drawn down as Services are provided.
• Monthly retainer / month in hand a monthly fee paid in advance (or otherwise as stated in the SOW), drawn down against Services provided in the relevant period.
• Fixed project fee, minimum commitment, or another agreed commercial arrangement.

Where fees are paid in advance and drawn down against time used:

• unused prepaid or monthly time may be carried forward only to the extent, and subject to any limits, stated in the SOW; and
• if Services exceed the prepaid or monthly allowance, overages may be charged at the agreed day rate, unless the SOW states otherwise.

Unless the SOW expressly requires otherwise, time spent on the Services is recorded by me using my own systems and methods. My records are the basis for invoicing, draw-down of prepaid or monthly time, and any overage charges. I am not obliged to use the Client’s time-management, timesheet or similar systems, or to give the Client access to my underlying timekeeping systems or raw timesheets, unless that is expressly agreed in the SOW. Where the Client requires use of its systems in addition, that does not override my records as the primary record of time chargeable under the engagement.

6. Invoicing and Payment

Unless the SOW states otherwise, invoices are payable within 7 days of the invoice date.

An SOW may instead provide for payment in advance, staged payments, monthly invoicing, milestone payments or other agreed arrangements.

The Client must raise any genuine invoice dispute promptly and provide reasonable details of the basis for the dispute. A dispute about time charged must identify the specific invoice lines, days or amounts challenged and the reasons; a general objection to my method of timekeeping, or a request for access to my underlying timesheets or systems, is not of itself a basis to withhold payment.

Undisputed amounts remain payable in accordance with the agreed payment terms.

If an invoice becomes overdue, I may suspend Services and related access as set out in section 20.

I reserve the right to charge statutory interest and recover applicable costs arising from late commercial payments where permitted by law.

7. Expenses

Unless expressly stated otherwise in the applicable SOW, fees and day rates do not include expenses incurred in providing the Services.

Reasonable expenses incurred in connection with an engagement may include travel, accommodation, subsistence and other costs reasonably required to deliver the Services.

Unless the SOW states otherwise, Client-payable costs also include specialist software, third-party services, licences, cloud or platform usage, and utilisation charges (such as metered usage) that are required for, or incurred in providing, the Services.

Normal business overheads including my own standard equipment, general-purpose software, accounting, insurance and administrative costs are not Client expenses unless expressly agreed.

8. Client Responsibilities

The Client will provide reasonable cooperation and timely access to the information, systems, people, facilities and decisions needed for the Services, and will ensure that information and instructions supplied to me are accurate and complete.

I am not responsible for delays, additional costs or impacts on timelines or deliverables arising primarily from the Client’s failure to meet these responsibilities, or from third parties or external organisations outside my control (including NHS bodies, regulators, suppliers, platform providers, and other programme stakeholders). That includes unforeseen committee, board or assurance decisions requiring a different approach after work has started, those are treated as changes under section 9.

Fees for booked, allocated, reserved or prepaid time remain payable whether or not the Client or a third party is ready to use that time. Client or third-party delay does not reduce, defer or cancel those fees, or extend carry-forward rights beyond the limits in the SOW, unless we agree otherwise in writing.

9. Changes to Scope

The Client may request changes to the Services. Changes may also arise from third-party or external decisions, requirements or constraints affecting the engagement.

I will consider reasonable requests for changes, but additional work, time, expenses or changes to agreed delivery dates may require a variation to the SOW or a separate agreement.

Neither party is required to accept a material change to the agreed Services.

10. Intellectual Property

Unless otherwise agreed in the applicable SOW:

10.1 Client deliverables

On payment in full for the relevant work, the Client receives the rights in bespoke deliverables created for the Client as part of the Services.

10.2 Consultant’s background IP and tooling

I retain ownership of all intellectual property, knowledge and materials I owned or developed independently of the engagement (including libraries, frameworks, templates, methodologies, tools, know-how and pre-existing materials).

Where those materials are embedded in a paid deliverable, the Client receives a non-exclusive licence to use them only as needed to use that deliverable: not to extract, reuse or commercialise them separately. That licence survives termination only for deliverables fully paid for.

Tooling, platforms or software I provide for the engagement (other than embedded in a paid deliverable) are licensed only for the engagement term. On termination or expiry the Client must stop using them and revoke access, unless the SOW provides for a buyout or continuing licence. Early termination does not entitle the Client to keep using my tooling to complete the work.

10.3 Third-party materials

Third-party software, libraries, open-source components and other materials remain subject to their applicable licences.

11. Confidentiality

Each party will keep confidential information received from the other party confidential and will not disclose or use it except:

• for the purposes of the relevant engagement;
• with the other party’s consent;
• where required by law; or
• where the information is already lawfully in the public domain.

Confidential information does not include information that was already lawfully known, independently developed without use of confidential information, or lawfully obtained from another source without an obligation of confidentiality.

These obligations continue after an engagement ends.

12. Data Protection

Each party will comply with applicable data protection and privacy legislation.

Where I process personal data on behalf of the Client as a processor, the parties will enter into any appropriate data processing agreement or other arrangements required by applicable law.

The parties will cooperate reasonably in relation to data protection, security incidents and other regulatory requirements relevant to the Services.

13. Security and Access

I will take reasonable measures to protect Client information and systems to which I have authorised access.

The Client remains responsible for granting and managing appropriate access permissions and for maintaining its own backups, business continuity arrangements and security controls unless those responsibilities are expressly included within the Services.

Where commercially sensitive information or personal / person-identifiable data is involved in day-to-day work, it is preferable that the Client provides the collaboration systems used for the engagement for example business email, document sharing, messaging, ticketing and similar tools so that the Client retains control of access, retention and audit.

I am willing to use my own email or tools where needed, including being copied on Client correspondence, but Client-provided systems are the preferred arrangement for that kind of information.

14. Other Clients and Conflicts of Interest

I may provide services to other clients during an engagement, subject to section 2.

I will take reasonable steps to avoid actual conflicts of interest and will not knowingly disclose one client’s confidential information to another client.

Where a material conflict arises, I will discuss it with the affected Client and seek an appropriate resolution.

Exclusivity or other restrictions on my work for other clients are not implied and, if required, must be agreed and paid for as set out in section 2.

Nothing in these Terms prevents me from using general knowledge, experience, skills and know-how acquired through my professional work, provided that I do not disclose or misuse confidential information.

15. Subcontracting and Assistance

Where appropriate, I may use suitably qualified subcontractors or other professional assistance in providing the Services, subject to any specific requirements in the SOW and applicable confidentiality, security and data protection obligations.

I remain responsible for the Services provided under the engagement unless otherwise agreed.

Where the Client requires the Services to be performed personally by me, this should be expressly stated in the applicable SOW.

16. Liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful (including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation).

I am not liable for indirect or consequential losses, including loss of profits, revenue, business opportunity, anticipated savings or goodwill; and my total aggregate liability arising from or in connection with an engagement whether in contract, tort (including negligence), breach of statutory duty or otherwise is limited to the total fees actually paid by the Client under that engagement for the Services giving rise to the claim.

An SOW may set a different liability cap if both parties expressly agree. If it does not, the limit above applies.

I do not guarantee any particular commercial, financial or business outcome unless expressly agreed in writing.

17. Professional Standard

I will provide the Services with reasonable skill and care consistent with the standards reasonably expected of an experienced professional consultant providing services of the relevant type.

Unless expressly agreed otherwise, I do not warrant that:

• a particular commercial result will be achieved;
• a project will generate a particular level of revenue;
• funding or investment will be obtained;
• a third party will accept or approve a deliverable; or
• third-party systems or services will operate without interruption.

18. Insurance

I do not undertake to hold particular professional indemnity, public liability or other business insurance unless that is expressly agreed in writing for the engagement.

If the Client requires specific insurance types, levels or evidence of cover as a condition of working with me, it must say so clearly before the engagement begins and those requirements must be set out in the SOW (or another written agreement). Until that is agreed, I am under no obligation to obtain or maintain such cover.

If the Client’s insurance requirements cannot be met on terms acceptable to me, either party may decline to proceed with (or continue) the engagement.

19. Termination

Unless the SOW states otherwise, either party may end an engagement on 28 days’ written notice. Where favourable or discounted rates, prepaid blocks, retainers or reserved capacity apply, two months’ written notice usually applies (or as stated in the SOW).

A fixed or minimum term does not automatically renew. Continuation including on a rolling basis must be agreed in writing in advance, ideally at least two months before the term ends. If not agreed, the engagement ends at the end of that term. Rolling continuation keeps the same notice period unless the SOW says otherwise.

Either party may end an engagement immediately (or on shorter notice) for material breach not remedied after written notice, insolvency, or serious misconduct. I may also end on shorter notice if continuing would, in my reasonable opinion, be unlawful, unethical, conflict with my professional standards, or create a material reputational risk, including where the nature or purpose of the work has changed materially. I will explain that in writing where reasonably practicable.

Termination does not affect accrued rights or liabilities. Fees and expenses properly incurred remain payable, including for booked, allocated, reserved or prepaid time during any notice period (sections 4, 5 and 8). Minimum-commitment consequences are as in the SOW. Unused prepaid or carried-forward time does not expand on termination; if the SOW is silent, it expires without refund unless we agree otherwise in writing.

20. Suspension

I may suspend Services and any related access I provide including tooling, platforms, systems, environments, accounts and licences where:

• an undisputed invoice remains unpaid after the applicable payment period;
• the Client materially breaches these Terms or the applicable SOW;
• continuing the Services or access would create a legal, regulatory, security, ethical or material reputational risk (consistent with section 19); or
• circumstances outside my reasonable control prevent the Services from being provided (including events under section 21).

Where reasonably practicable, I will give the Client notice before suspending Services or access. Suspension does not waive amounts already due, and time during which Services or access are suspended because of Client breach or non-payment remains chargeable if the SOW provides for booked, allocated, reserved or prepaid time.

21. Events Outside Reasonable Control

Neither party will be responsible for failure or delay caused by circumstances reasonably outside its control.

This may include major infrastructure failures, widespread technology outages, natural disasters, government action, industrial disputes, war, civil disturbance or other exceptional events.

This provision does not remove the obligation to pay for Services already provided.

22. Publicity, References and Use of Name

Neither party may use the other’s name, logo, confidential information or engagement details for marketing or promotion without prior written consent.

I may describe my general skills and experience provided I do not disclose confidential information. Named Client references or case studies require the Client’s prior written agreement.

The Client must not use my name, CV, biography, credentials or reputation for grants, funding applications, tenders, bids, investor materials or similar without my prior written consent. Unless the SOW says otherwise, that consent lasts only while the engagement is in force; on termination or expiry the Client must stop further use.

Consent may be limited to named support for the application only, for example credibility on a bid, without committing me to delivery if funding is awarded.

Where the SOW (or written consent) also commits me to delivery or a defined role under the funded work, that commitment must be set out clearly. If the application or funding succeeds, the Client must honour that commitment and engage me for the related work on the terms in the SOW (or terms we then agree in writing).

23. Notices

Formal notices under these Terms or an SOW should be given in writing by email or other agreed written means to the contact details specified in the relevant engagement documentation.

A notice will be considered received in accordance with the applicable law and, where relevant, the agreed communication method.

24. General

Neither party may assign an engagement in a manner that materially affects the other party without prior written agreement, except where otherwise permitted by law or expressly provided in the SOW.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

Failure to enforce a provision immediately does not constitute a waiver of the right to enforce it later.

These Terms and the applicable SOW constitute the agreement between the parties concerning the Services and supersede previous agreements concerning the same subject matter, except for any provisions expressly preserved in writing.

Any amendment to an engagement should be agreed in writing.

25. Governing Law

These Terms and each SOW are governed by the law of England and Wales.

The courts of England and Wales will have jurisdiction over disputes arising from or in connection with these Terms or an SOW, subject to any alternative dispute resolution process expressly agreed between the parties.