Terms of Service

1. Introduction and Agreement

These Terms of Service govern the relationship between HSFCOACHING LIMITED and the person or organisation that uses this website or engages our professional services. HSFCOACHING LIMITED is a computer integrated systems design and technology consulting business operating from Flat 3, 24 Hamilton Road, FELIXSTOWE - IP11 7AN, United Kingdom (GB). By browsing this website, submitting an enquiry or entering into an engagement with us, you confirm that you accept these terms and that you agree to be bound by them.

If you are accepting these terms on behalf of a company or another legal entity, you confirm that you have authority to bind that entity and that the entity will be responsible for compliance with these terms. If you do not have that authority, or if you do not agree with any part of these terms, you must not use the website or the services.

These terms apply alongside any proposal, statement of work or written agreement that we sign with you. Where a signed agreement deals with the same subject, the signed agreement takes precedence over these general terms for the engagement it covers, and these terms continue to apply to everything else.

2. Definitions

In these terms, the words listed below carry the meanings given here. We use these definitions consistently so that the obligations are as clear as we can make them.

• Company, we, us and our refer to HSFCOACHING LIMITED.
• Client, you and your refer to the person or entity engaging our services.
• Services means the professional work we perform, including systems integration, software engineering, cloud design, data engineering, security assessment and managed support.
• Engagement means the specific project or retainer described in a proposal or agreement.
• Deliverables means documents, code, configurations and other materials we provide as part of an engagement.
• Proposal means a written offer setting out scope, timeline and price.
• Confidential Information means non-public information disclosed by either party in connection with an engagement.
• Fees means the amounts payable for the services as set out in the proposal or agreement.

3. Eligibility and Business Use

Our services are offered to businesses, public bodies and professional organisations. They are not intended for personal, household or consumer use, and nothing in these terms creates consumer rights that would apply to a private individual acting outside a trade or profession. By engaging us you confirm that you are acting in the course of a business or professional activity.

You must be at least eighteen years of age and legally capable of entering into a binding contract. You must not use the services in a country or context where doing so would breach applicable law or expose us to a sanction or prohibition. We reserve the right to decline an engagement for any lawful reason, including where a proposed use is incompatible with our professional standards or available capacity.

4. Our Services

We provide six principal service lines. Systems Integration Programmes cover the design, sequencing and delivery of connections between separate systems. Custom Software Engineering covers the design and build of bespoke applications and tools. Cloud Infrastructure Design covers landing zones, networks, identity and environment topology expressed as code. Data Platform Engineering covers ingestion, modelling, quality control and reporting pipelines. Cybersecurity Assessment covers structured review of controls, exposure and resilience. Managed IT Support covers monitoring, patching, backup verification and incident response under agreed service levels.

Each service is described in more detail on the services page of this website. That description is provided for information and does not by itself constitute an offer or a binding commitment. The scope of any particular engagement is defined in the proposal or agreement that both parties sign, and work outside that scope is handled through the change control process described below.

We perform our work with the reasonable skill and care expected of a professional technology consultancy. We do not guarantee any particular commercial outcome, because outcomes depend on factors outside our control including the behaviour of users, the quality of third party products and the state of systems we did not build.

5. Quotations and Proposals

Unless we state otherwise in writing, a proposal remains open for thirty days from the date it is issued. A proposal is not binding on either party until it has been accepted in writing by the client and confirmed by us. Estimates of effort, cost and duration are prepared in good faith on the basis of the information available at the time.

Where a proposal includes assumptions about the client environment, those assumptions form part of the basis on which the price is given. If an assumption proves incorrect during the engagement, we will tell the client promptly and handle the difference through change control rather than absorbing it silently or surprising the client with an invoice later. Our aim is to keep the commercial position transparent at every stage.

6. Client Responsibilities

A successful engagement depends on cooperation from the client as much as on our own work. The client agrees to provide accurate and complete information about its systems, to nominate a decision maker who can approve designs and changes within an agreed period, and to make the personnel, facilities and access that the work requires available in a timely way.

The client is responsible for the lawfulness of the data it asks us to process, for holding the licences and consents needed to use third party products in its environment, and for maintaining the security of its own networks and accounts outside the parts we are engaged to manage. The client must not ask us to do anything unlawful or professionally improper and must tell us promptly about anything that may affect the services.

Where the client delays a decision, withholds required access or fails to supply information on time, timelines may need to be adjusted and additional effort may be chargeable. We will raise such a situation as soon as it becomes apparent and we will work with the client to find a practical route forward rather than allow a project to drift in silence.

7. Access and Credentials

From time to time we may need access to client systems, including production environments. The client grants us a limited, non-exclusive right to access those systems solely for the purposes of the engagement and for its duration. Access is provided to named individuals only, is limited to what the work genuinely requires, and is withdrawn once the work or the engagement is complete.

We protect the credentials supplied to us using an encrypted credential store, unique accounts and multi-factor authentication where the platform supports it. We do not share credentials between individuals and we do not copy production data to personal devices. The client remains responsible for the underlying accounts and for any access it grants to its own staff or other suppliers.

If either party becomes aware of a suspected compromise of credentials or access, it must tell the other promptly so that containment can begin immediately. Cooperation between the parties during a security incident is a condition of these terms, because delay in that situation causes harm to both sides.

8. Fees, Invoicing and Payment

Fees are set out in the applicable proposal and may be expressed as a fixed price, a daily rate or a recurring retainer. Unless the proposal states otherwise, invoices are issued monthly in arrears for work performed and are payable within thirty days of the invoice date. Fixed price work is normally invoiced against agreed milestones.

All amounts exclude value added tax and any other applicable taxes, which are added where the law requires. The client pays any bank charges associated with its chosen payment method. Expenses that are necessary for the engagement, such as travel to a client site, are agreed in advance and recharged at cost with supporting records.

If an invoice remains unpaid beyond its due date we may charge interest on the outstanding amount at the statutory rate applicable in the United Kingdom, calculated from the due date until payment is received. We may also suspend work and withhold deliverables while a material payment dispute remains unresolved, provided we give written notice and keep the suspension proportionate. This right does not affect any other remedy available to us.

9. Change Control

Changes to scope, timeline or price are managed through a simple written process. Either party may raise a change request describing what should differ and why. We assess the request and respond with the effect on effort, cost and schedule. Work continues on the existing basis until the change request is approved in writing by both parties.

This process exists to protect both sides. It prevents silent scope growth that erodes the quality of delivery, and it prevents a client from being charged for work it believed was included. Where a change is urgent and cannot wait for the full process, we may agree a short written confirmation by email so that delivery is not delayed while the paperwork catches up.

10. Timelines and Delays

Timelines in a proposal are estimates prepared on stated assumptions and are given in good faith. They are not guarantees unless the proposal expressly says that a date is fixed and the parties have agreed what happens if it is missed. Delivery dates may need to move where client dependencies, third party failures or events beyond reasonable control affect the work.

Where a delay is caused by us, we will tell the client as soon as we become aware and we will take reasonable steps to recover the schedule. Where a delay is caused by a client dependency or a third party, the timeline adjusts accordingly and any additional effort is handled through change control. In every case our priority is honest communication rather than optimistic silence.

11. Intellectual Property

Each party retains ownership of the intellectual property it already held before the engagement and of anything it develops independently of the engagement. Tools, frameworks, templates and general know-how that we use across projects remain our property, even where they appear in a deliverable, because they carry experience gained over many engagements.

On full payment for the relevant work, we grant the client a perpetual, worldwide, royalty-free licence to use, modify and maintain the bespoke deliverables created specifically for that engagement, including source code and configuration written for the client. That licence allows the client to continue development itself or with another supplier. Open source components and third party products remain subject to their own licences and remain the property of their respective owners.

Unless the client asks us in writing not to do so, we may describe the general nature of an engagement in a confidential capability statement, without disclosing confidential information, client identifiers or commercial details. The client grants us a licence to use its name and logo only with its prior written approval.

12. Confidentiality

Each party may receive information about the other that is not public. Both parties agree to keep that information confidential, to use it only for the purposes of the engagement and to disclose it only to personnel and advisers who need it and are bound by confidentiality obligations at least as strict as these terms.

Confidential Information does not include information that is already public without breach of these terms, that was lawfully known before disclosure, that is received lawfully from another source without a duty of confidence, or that is independently developed without reference to the disclosed information. Where the law or a regulator compels disclosure, the party required to disclose will, where lawful, give the other party advance notice so that protective steps can be considered.

Our confidentiality obligations continue for five years after the end of the engagement, and indefinitely for trade secrets and for personal data. On request, each party will return or securely destroy the other party confidential material at the end of the engagement, subject to any retention requirement imposed by law and to the normal operation of backup systems.

13. Data Protection

Each party will comply with the data protection law that applies to it. Where we process personal data on behalf of the client we act as a processor and the client acts as a controller, and we process that data only on the documented instructions of the client. Our privacy policy explains in detail how we handle personal data, including the rights available to individuals and the way we secure information.

Where an engagement requires it, the parties will enter into a written data processing agreement setting out the subject matter, duration, nature and purpose of the processing, the categories of data and the obligations of each party. That agreement takes precedence over this section to the extent of any conflict. We will assist the client in meeting its own obligations, including responding to individual requests and notifying breaches, as far as is reasonable given the nature of the processing.

14. Third Party Products

Engagements frequently involve products supplied by other companies, such as cloud platforms, software libraries and monitoring tools. Those products are governed by their own licence terms, and the client is responsible for accepting and complying with them. We do not warrant third party products and we are not liable for their defects, their pricing changes or their discontinuation.

Where we recommend a third party product we do so on the basis of our professional judgement at the time. We will tell the client about material limitations we are aware of and about significant dependencies that could affect the solution. Where a vendor changes its terms in a way that affects an engagement, we will raise the matter promptly and help the client assess the options.

15. Warranties and Disclaimers

We warrant that we will perform the services with reasonable skill and care and that deliverables will materially conform to the specification agreed for the engagement. If a deliverable does not conform, the client must notify us within thirty days of delivery and we will correct the non-conformity at no additional charge as our primary remedy.

The website and its content are provided on an as available basis. We do not warrant that the website will be uninterrupted or error free, that defects will be corrected immediately or that the website or its hosting infrastructure is free of harmful components. To the fullest extent permitted by law we exclude all other warranties, conditions and terms that are not expressly stated in these terms, whether implied by statute, common law or otherwise.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. The exclusions and limitations in these terms apply only to the extent permitted by the law that governs them.

16. Limitation of Liability

Subject to the section on warranties, neither party is liable to the other for indirect or consequential loss, for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, or for loss or corruption of data, however arising and whether or not the loss was foreseeable. These exclusions reflect the commercial allocation of risk between professional parties.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the total fees paid by the client for the services in the twelve months immediately preceding the event that gave rise to the claim. Where the engagement is shorter than twelve months, the limit is the total fees paid under that engagement.

Each provision of this section operates separately. If any part is found to be unenforceable, the remaining parts continue to apply. Nothing in this section is intended to restrict a client from recovering sums that a court determines are due for services that we have invoiced and that the client has not paid.

17. Indemnity

The client agrees to indemnify us against claims, losses and reasonable costs arising from the client providing data or materials that it does not have the right to provide, from the client breaching applicable law or third party rights, or from the client using a deliverable in a manner that was not disclosed to us and that causes harm to a third party. This indemnity is subject to the client receiving prompt notice of the claim and reasonable cooperation from us.

We agree to indemnify the client against claims that bespoke materials we created specifically for the engagement infringe the intellectual property rights of a third party, provided the client notifies us promptly, allows us to control the defence and does not settle the claim without our written agreement. This indemnity does not extend to claims arising from client materials, from third party products or from modifications made by someone other than us.

18. Term and Termination

An engagement runs for the period set out in the applicable proposal or until the work is complete. Either party may terminate for convenience by giving thirty days written notice, in which case the client pays for work performed and for commitments properly incurred up to the effective date of termination. Retainer engagements may be terminated in line with the notice period stated in the retainer.

Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within fourteen days of notice, or if the other becomes insolvent, enters administration or ceases to carry on business. On termination we will provide the deliverables completed to that point and the client will pay the corresponding amounts.

Provisions that by their nature should survive termination continue to apply. These include confidentiality, intellectual property, payment obligations accrued before termination, liability, indemnity and dispute resolution. Termination does not affect any right or remedy that arose before it took effect.

19. Acceptable Use of the Website

You may use this website for lawful purposes connected with evaluating or engaging our services. You must not attempt to gain unauthorised access to the website or its underlying systems, introduce malicious code, interfere with normal operation, scrape content at a volume that degrades the service, or use the website in a way that infringes the rights of others or breaches applicable law.

The content of this website is provided for general information. It does not constitute technical, legal or financial advice and should not be relied upon as a substitute for a professional assessment of your own circumstances. You are responsible for verifying any information before acting on it. We may update, suspend or withdraw any part of the website without notice.

20. General Provisions

These terms, together with any applicable proposal or agreement, constitute the entire agreement between the parties on their subject and replace all earlier discussions on that subject. A party does not rely on any statement that is not set out in these terms. Nothing in this section excludes liability for fraudulent misrepresentation.

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate the effect. If such an event continues for more than sixty days either party may terminate the affected engagement by written notice.

A party does not waive a right by failing to enforce it. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force and the invalid provision is replaced by a valid one that achieves as closely as possible the intended commercial effect. Neither party may assign an engagement without the written consent of the other, except to an affiliate or in connection with a reorganisation.

Notices under these terms may be given by email to the addresses each party has provided, and are treated as received on the next business day after sending if no delivery failure is reported. This does not prevent either party from serving a notice by other means where the law requires it.

21. Governing Law and Disputes

These terms and any dispute arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that we may seek protective relief in any jurisdiction where it is necessary to protect our rights.

Before commencing proceedings, the parties agree to attempt to resolve a dispute through good faith discussion at a senior level. Either party may initiate that discussion by written notice describing the issue and the outcome sought. If the dispute is not resolved within thirty days of that notice, either party may proceed to court.

22. How to Contact Us

Questions about these terms, requests for a signed agreement or notices relating to an engagement should be sent to the addresses below. We aim to respond to written enquiries within one business day.

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