Terms of Service
1. Definitions and Interpretation
"Client" refers to the party receiving services from Bright Lambs Ltd.
"Consultant" refers to Bright Lambs Ltd and its authorised personnel.
"Agreement" refers to these Terms of Service (ToS) and any accompanying Statement of Work (SoW) or Service Level Agreements.
"Services" refers to the consulting services described in the relevant SoW or proposal.
2. Scope of Services
Bright Lambs Ltd provides business analysis and consultancy services, including but not limited to process improvement, technology adoption, digital transformation, and AI strategy. Specific services and deliverables will be detailed in an individual Statement of Work (SoW).
3. Engagement and Deliverables
Services commence upon written agreement (email or signature) and are governed by this ToS and the corresponding SoW or SLA. Deliverables will be clearly defined in the SoW or SLA. Any additional work beyond the agreed scope must be authorised through a written change request.
4. Client Responsibilities
The Client agrees to:
- Provide timely access to relevant personnel, systems, data, and documentation.
- Ensure decisions and approvals are made promptly to avoid delays.
- Take responsibility for internal decision-making based on our recommendations.
5. Fees and Payment
Fees will be set out in the SoW and may be charged on a daily, hourly, or fixed basis.
Invoices are payable within 14 days unless otherwise stated. Late payments may incur interest at 2% per month above the Bank of England base rate. Reasonable expenses may be charged with prior client approval.
6. Confidentiality
Both parties agree to maintain strict confidentiality regarding all proprietary and non-public information shared during the engagement. This obligation survives termination.
7. Intellectual Property
Bright Lambs Ltd retains ownership of all pre-existing IP, methodologies, templates, and tools. IP specifically created for and paid by the Client will be assigned to the Client upon full payment, unless otherwise stated in the SoW.
8. Data Protection & GDPR
We comply with UK GDPR and the Data Protection Act 2018. Both parties agree to process personal data lawfully and securely. Our full Privacy Policy is available at www.BrightLambs.co.uk/Privacy-policy.
9. Limitation of Liability
Liability for direct damages is capped at the total fees paid under the applicable SoW. Bright Lambs Ltd is not liable for indirect, incidental, or consequential losses including loss of profit, data, or reputation.
10. Termination
Either party may terminate the engagement with 14 days' written notice. Immediate termination may occur in the event of material breach or insolvency. The Client will be liable for fees and expenses up to the termination date.
11. Force Majeure
Bright Lambs Ltd is not liable for any failure or delay in performance caused by events beyond its control, including natural disasters, pandemics, government actions, or network outages.
12. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales. Any disputes shall be resolved in the courts of England.
13. Non-Solicitation
The Client agrees not to solicit or hire any Bright Lambs Ltd employee or subcontractor involved in the engagement for a period of 12 months following the end of the engagement without prior written consent.
14. Change Requests and Scope Management
All changes to the agreed scope must be documented and approved in writing. Additional charges may apply for out-of-scope work.
15. Subcontracting
Bright Lambs Ltd may engage trusted subcontractors or associates to deliver parts of the service. We remain fully responsible for the quality and conduct of our subcontractors.
16. Dispute Resolution
In the event of a dispute, both parties agree to first attempt resolution through good faith negotiation. If unresolved, either party may escalate to mediation before pursuing legal action.
Signed: Bex Smith
Position: CEO, Bright Lambs Ltd
Date: 19 June 2025