Terms of business

1. Definitions and interpretation

References to writing include email. Words such as 'including' do not limit the words before them. Headings help navigation and do not affect interpretation.

2. How the Contract is formed and which terms apply

The Client offers to buy the Services when it accepts a Proposal, signs or confirms a booking, pays a deposit or invoice, or instructs us to begin work. The Contract is formed when we accept that instruction or begin providing the Services.

The free 15-minute call offered on this website is exactly that — free, with no obligation and no contract formed. Booking a call through our scheduling page does not commit you to buy.

The Proposal and these Terms form the entire commercial basis of the engagement. If they conflict, the Proposal takes priority, followed by these Terms. Terms printed on a purchase order, supplier portal or other Client document do not apply unless we expressly agree them in writing.

A Proposal is open for acceptance for 30 days unless it states another period. The Client confirms that it is acting wholly or mainly for business purposes and that the person accepting has authority to bind it.

3. The Services

We will provide the Services with reasonable care and skill and substantially in accordance with the Proposal. Any dates are estimates unless the Proposal expressly states that a date is fixed.

We may make a reasonable change needed to comply with law, improve safety, reflect a third-party platform change or deal with circumstances outside our control, provided the change does not materially reduce the overall Services.

Advice and examples are based on the information available at the time. The Services are educational and practical business support; they are not legal, tax, accounting, financial, employment, cybersecurity, medical or other regulated professional advice.

4. Client responsibilities

The Client will provide timely, accurate information, decisions, access, suitable participants, licences, accounts, equipment, internet connection and cooperation reasonably needed for the Services. For online sessions this normally means a computer, a stable internet connection and access to the AI tool the organisation already uses.

The Client is responsible for its systems, backups, internal approvals, policies, regulatory duties and the conduct of participants. It will ensure that Client Materials and instructions are lawful, accurate, appropriately authorised and do not infringe third-party rights.

The Client must not ask us to process unlawful content, evade platform safeguards, misuse personal data, infringe intellectual property, generate deception or harm, or carry out any activity we reasonably consider unsafe, unethical or outside the agreed scope. We may refuse or stop that activity without liability.

5. Client delay and dependencies

If the Client delays an approval, payment, access, information or other dependency — including the pre-training questionnaire needed to prepare a session — our deadlines extend by at least the period of delay and we may reallocate the reserved time. We are not responsible for resulting delay or loss.

We may charge reasonable Additional Charges and unavoidable costs caused by Client delay. If the Client does not respond for 30 days, we may treat the affected work as paused or complete, invoice work performed and close the project. Restarting is subject to availability and may require a revised Proposal.

6. Scope changes and Additional Charges

Either party may propose a scope change. A change takes effect only when its effect on Fees, timing and Deliverables is agreed in writing.

Work outside scope, extra preparation, additional participants beyond the number stated in the Proposal, extra revisions, urgent delivery, repeated meetings, travel or work caused by inaccurate or late Client information may be charged at the rate in the Proposal or, if none is stated, at our then-current rate. Where practicable, we will obtain approval before incurring a material Additional Charge.

7. Fees, expenses and VAT

Prices shown on this website are guide 'from' prices and exclude VAT. The exact Fee is confirmed in the Proposal after the free call. Nothing is charged on this website; payment is by invoice or secure payment link.

The Client will pay the Fees in pounds sterling without set-off, counterclaim, deduction or withholding except where the law requires. Fees exclude VAT and approved expenses unless the Proposal says otherwise. VAT will be added if chargeable.

Reasonable travel, accommodation, venue, software, licence, printing and other third-party costs requested or approved by the Client are payable in addition to the Fees. We may require advance payment of those costs.

8. Payment terms

9. Late payment and debt recovery

If a commercial payment is late, we may claim statutory interest at eight percentage points above the applicable Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed compensation applicable to each qualifying debt and any reasonable recovery costs permitted by law.

Without limiting those rights, we may suspend preparation, delivery, support, access to Deliverables and any licence granted under the Contract until all overdue sums are paid. The Client remains responsible for Fees and costs already incurred, and dates may be moved to our next reasonable availability.

If an amount remains unpaid seven days after written notice of default, we may terminate the Contract immediately. Ending the Contract does not affect the debt, interest, compensation or recovery costs.

10. Cancellation and rescheduling by the Client

The following charges are a reasonable estimate of preparation already undertaken, costs committed and working time reserved, rather than a penalty.

A second rescheduling request, failure to agree a new date within 60 days, or cancellation of the replacement date is treated as a cancellation at the date of the original request. Any refund properly due will be made within 14 days after deductions allowed by the Contract.

11. Cancellation or rescheduling by Forthfield AI

We may move a session because of illness, emergency, unsafe conditions, platform failure, travel disruption or another reasonable cause. We will give as much notice as practicable and offer a replacement date.

If we cancel and cannot provide the affected Services within 60 days, the Client may receive a refund of prepaid Fees for Services not delivered. Subject to the liability provisions below, that rescheduling or refund is the Client's sole financial remedy for the cancellation.

12. AI tools, third-party platforms and outputs

AI systems and other third-party platforms, including Microsoft Copilot and ChatGPT, are outside our control. Their availability, features, pricing, terms, data handling and outputs may change without notice. The Client is responsible for selecting approved tools, maintaining appropriate licences and complying with provider terms and organisational policies.

AI output may be inaccurate, incomplete, biased, outdated, non-unique or unsuitable. The Client must apply competent human review before using output and remains responsible for all decisions, communications and actions taken from it. We do not guarantee a particular saving, revenue increase, accuracy level, business result or continuing availability of any tool or workflow.

Participants must not enter passwords, privileged material, trade secrets, special-category data, criminal-offence data, confidential third-party information or unnecessary personal data into an AI service unless the Client has approved the tool and use, established a lawful basis, completed any required assessment and applied appropriate safeguards. Sessions can be run on blanked-out or example data on request.

13. Intellectual property and permitted use

Each party keeps ownership of intellectual property it owned before the Contract. The Client keeps ownership of Client Materials. Forthfield AI owns the Forthfield Materials and all intellectual property in them, including modifications, general learning and reusable elements developed during the Services.

After all sums under the Contract have been paid, we grant the Client a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Deliverables and embedded Forthfield Materials for the Client's own internal business purposes. The Client may share them with its employees and individual contractors who need them for that purpose and are bound to protect them.

The Client must not sell, sublicense, publish, upload to a shared library, distribute outside its organisation, remove ownership notices, use the materials to train external customers, create a competing training product, or allow a third party to exploit them without our written permission.

No licence takes effect while any amount is overdue. Third-party materials remain subject to their own licence terms. Because the legal status and exclusivity of AI-generated content may vary, we do not warrant that an AI-generated element is unique, protectable or free of similarity to third-party material.

14. Session recordings and notes

Neither party may record a session without the other's prior written agreement and appropriate participant notice. Unless agreed otherwise, participants may take reasonable notes but may not reproduce or distribute substantial parts of our slides, exercises, demonstrations or spoken training.

Where recording is agreed, the Proposal or separate notice will state the permitted purpose, access and retention arrangements. A recording does not expand the intellectual-property licence above.

15. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the Contract and disclose it only to personnel, contractors and professional advisers who need it and are bound by confidentiality obligations.

This duty does not cover information that is lawfully public, already known without restriction, independently developed, lawfully received from another source, or required to be disclosed by law. Where lawful, the receiving party will give reasonable advance notice of a compelled disclosure.

Confidentiality obligations continue for five years after the Contract ends, and for trade secrets for as long as they remain trade secrets. We will not use identifiable Client-confidential material in public examples, case studies or marketing without written permission.

16. Data protection

Each party will comply with applicable data-protection law. Each party is an independent controller for ordinary business contact, contracting and account-administration data it determines how to use. Our Privacy policy explains how we handle personal data.

The Client is responsible for having a lawful basis, providing required privacy information and limiting personal data included in Client Materials. It must use redacted, fictional or non-sensitive examples wherever reasonably possible and must not disclose special-category or criminal-offence data without prior written agreement.

Where we process personal data solely on the Client's documented instructions, the data-processing terms in Schedule 1 below apply. If the proposed processing requires additional detail, safeguards or an impact assessment, the parties will agree these before the data is provided.

17. Warranties and disclaimers

We warrant that the Services will be supplied with reasonable care and skill. If the Client believes there is a material failure, it must give reasonable details promptly and allow us a reasonable opportunity to correct or re-perform the affected Services.

Except as expressly stated and to the fullest extent permitted by law, all other conditions, warranties and representations are excluded. We do not warrant that Services or Deliverables will be error-free, fit for an undisclosed purpose, compatible with every system, or produce a particular commercial or regulatory outcome.

18. Limitation of liability

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

Subject to that sentence, we are not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, or for indirect or consequential loss. We are not liable for loss or corruption of data caused by a third-party platform or by the Client's failure to maintain reasonable backups and security.

Our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, will not exceed 100% of the total Fees paid or payable under the Contract.

The limitations apply only to the extent they are fair and reasonable under applicable law. Nothing limits the Client's obligation to pay Fees or amounts properly due under the indemnity below.

19. Client indemnity

The Client will indemnify Forthfield AI against third-party claims, losses, damages, fines, penalties and reasonable professional costs arising from Client Materials, Client instructions, the Client's unlawful or unauthorised disclosure of personal data, infringement of third-party rights, or use of Services or Deliverables contrary to the Contract.

The indemnity does not apply to the extent the claim was caused by our breach, negligence or wilful misconduct. We will notify the Client promptly, provide reasonable cooperation at the Client's cost and not settle a covered claim unreasonably without consulting the Client.

20. Suspension and termination

We may suspend Services immediately if payment is overdue, the Client is in material breach, continued work may be unlawful or unsafe, required access or cooperation is missing, or a security or confidentiality risk reasonably requires suspension.

Either party may terminate for a material breach not remedied within ten Business Days after written notice, or immediately if the other party becomes insolvent, ceases business or enters a formal arrangement with creditors. A non-payment termination is also governed by the late-payment clause.

The Client may terminate for convenience, but must pay for Services performed, reserved session time under the cancellation clause, commitments made and non-recoverable costs. We may terminate for convenience on ten Business Days' notice and will refund prepaid Fees for Services not delivered after deducting sums properly due.

On termination, all outstanding invoices and accrued charges become immediately due. Rights and clauses intended to continue — including payment, intellectual property, confidentiality, data protection, liability, indemnity and dispute provisions — survive termination.

21. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including serious illness or incapacity of a key trainer, utility or internet failure, cyber incident not caused by a failure to use reasonable care, platform outage, epidemic, severe weather, transport disruption, industrial dispute, civil emergency or government action.

The affected party will notify the other and take reasonable steps to reduce the effect. If the event prevents material performance for more than 30 days, either party may terminate the affected Services. The Client will pay for Services already provided and committed non-recoverable costs; we will refund any remaining prepaid balance.

22. Subcontracting and personnel

We may use suitably qualified employees, associates and subcontractors to provide parts of the Services and remain responsible for their performance as required by law. Where a subcontractor processes personal data for the Client, Schedule 1 applies.

The Client may not assign, transfer or subcontract its rights or obligations without our written consent. We may assign the Contract as part of a genuine transfer of our business, provided this does not materially reduce the Client's rights.

23. Publicity, feedback and testimonials

We will not name the Client, use its logo, publish a testimonial or disclose identifiable results as a case study without permission. If the Client gives feedback, we may use it internally to improve the Services and may use anonymised, non-confidential learning that does not identify the Client or disclose its confidential information.

24. Notices

A notice under the Contract must be in writing and sent by email to the usual business contact or the address stated in the Proposal. A notice is treated as received when sent if sent before 5:00 pm on a Business Day, otherwise at 9:00 am on the next Business Day, provided no delivery-failure message is received.

Notices relating to court proceedings must be served in accordance with applicable procedural rules and are not governed by the email provision above.

25. Website use

This website is provided for general information about our Services. Content, prices and availability may change, and nothing on the website is an offer capable of acceptance. Our booking scheduler and any forms are provided by third parties under their own terms.

The website, its text, design, brand marks and illustrations belong to us or our licensors and may not be copied or republished without permission.

26. General terms

A variation is effective only if agreed in writing by authorised representatives. A delay or failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, it will be adjusted to the minimum extent necessary and the rest of the Contract continues.

The Contract is the entire agreement about its subject matter. Neither party relies on a statement not set out in it, but nothing excludes fraud or fraudulent misrepresentation. Nothing creates a partnership, joint venture, employment or agency relationship.

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

27. Disputes, governing law and courts

The parties will first try in good faith to resolve a dispute through their senior contacts. Either party may propose mediation, but this does not prevent urgent court action or debt recovery.

The Contract and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

28. Schedule 1 — Data processing terms

This Schedule applies only where Forthfield AI processes personal data on behalf of the Client as a processor. It supplements the Contract and is intended to meet the requirements of Article 28 UK GDPR.