Terms and Conditions of Business

Last updated: 25 July 2026

Important: These terms are drafted primarily for business-to-business consultancy services. They should be checked by a suitably qualified solicitor before final adoption, particularly if DS Risk Group will supply consumers, process high-risk personal data or accept unusually high-value instructions.

1. Definitions and interpretation

In these terms, “DS Risk Group”, “we” or “us” means DS Risk Group Ltd, company number 17225084. “Client” or “you” means the person or organisation purchasing Services. “Services” means the consultancy, review, writing, rewriting, training, resource or related work described in the Proposal. “Proposal” includes an accepted quotation, scope, statement of work, email instruction or other written agreement.

2. Application and order of precedence

These terms apply to each engagement unless expressly varied in writing. The contract consists of the Proposal, these terms and any referenced schedules. If documents conflict, the following order applies: (1) a signed statement of work or expressly agreed special terms; (2) the Proposal; (3) these terms.

3. Formation of contract

A quotation is an invitation to instruct and may be withdrawn or revised before acceptance. A contract is formed when you accept the Proposal in writing, pay a requested deposit, issue a purchase order, provide an instruction to commence, or otherwise clearly authorise the work. Purchase-order terms supplied by the Client do not apply unless we expressly accept them in writing.

4. Scope and assumptions

We will provide the Services with reasonable care and skill and materially in accordance with the agreed scope. Quotations rely on the information, assumptions, access, volume, complexity and timescale stated or reasonably understood when priced. Anything outside scope is a change and may affect fees or delivery dates.

5. Client responsibilities

You must:

• provide complete, accurate and timely information, documents, instructions and decisions;
• identify relevant sites, activities, legal duties, standards, client requirements and deadlines;
• obtain necessary permissions and ensure you are authorised to share information with us;
• provide safe and suitable access where a visit is agreed;
• appoint a competent contact with authority to approve scope and changes;
• review drafts promptly and notify us of factual errors or omissions; and
• remain responsible for implementation, consultation, communication, training, supervision and ongoing review.

We are entitled to rely on information supplied by or on behalf of the Client without independently verifying it unless verification is expressly included.

6. Timescales and dependencies

Delivery dates are estimates unless expressly stated to be fixed. Timescales begin only when the contract is formed, any required deposit has cleared, and all reasonably required information is received. Delay by the Client may extend deadlines and may require rebooking. We are not responsible for delay caused by incomplete information, changed instructions, unavailable personnel or other matters outside our reasonable control.

7. Fees, quotations and VAT

Fees are as stated in the Proposal and are exclusive of VAT unless expressly stated otherwise. Reasonable pre-approved travel, accommodation, specialist, printing or third-party costs may be charged in addition. Quotations remain valid for the period stated, or 30 days if no period is given.

Urgent, out-of-hours, substantially revised or additional work may be quoted separately. We will seek approval before material additional charges are incurred, except where immediate action is reasonably necessary to protect the assignment or meet an expressly authorised deadline.

8. Deposits and advance payments

We may require a deposit or advance payment before reserving capacity, starting work, arranging travel, purchasing third-party services or releasing a deliverable. Unless the Proposal states otherwise:

• a deposit is used as part payment toward the total agreed fee and is deducted from the final invoice;
• work and delivery dates are not secured until cleared funds are received;
• the deposit is not held as client money and may be applied to preparation, reserved capacity, work performed and committed costs; and
• where the Client cancels, any refund will be determined under clause 11 and limited to the amount, if any, exceeding our reasonable loss and costs.

9. Invoicing and payment

Invoices are payable within the period stated in the Proposal or invoice. If no period is stated, payment is due within 14 calendar days. We may invoice by milestone, monthly, on completion, or before release of final deliverables.

Payments must be made in full without set-off, counterclaim, deduction or withholding except where required by law. Ownership and the internal-use licence for final deliverables do not pass until all sums due for the relevant work are paid.

10. Late payment

If a business Client pays late, we may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable. We may suspend work, withhold deliverables, withdraw reserved capacity and revise delivery dates until overdue sums are paid. This is without prejudice to any other rights.

11. Changes, postponement and cancellation

Any change to scope, assumptions, volume, priority, deadline or information may require a revised fee and timetable. A change is binding when agreed in writing.

You may cancel by written notice. You must pay for:

• work completed up to cancellation;
• time reasonably reserved or committed that cannot be reallocated;
• approved or unavoidable third-party costs; and
• any additional cancellation amount expressly stated in the Proposal, provided it represents a reasonable estimate of loss rather than a penalty.

Late cancellation: where a booked meeting, site visit, workshop, interview or other scheduled activity is cancelled or postponed less than 48 hours before its agreed start time, the deposit and any fee allocated to that booking will not be refunded, to the extent reasonably reflecting preparation, reserved capacity, travel commitments and other loss. We may, at our discretion, credit part of the amount to a rearranged booking.

If we cancel for reasons within our control and cannot offer a reasonable alternative, we will refund fees paid for Services not supplied. This clause does not limit any mandatory consumer cancellation right where applicable.

12. Consumer cancellation rights

Our Services are intended mainly for businesses. Where the Client is legally a consumer and the contract is made at a distance or off-premises, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 may provide a 14-day cancellation right. If the consumer expressly requests work to begin during that period, they may be required to pay a proportionate amount for work supplied before cancellation. The right may be lost once the service has been fully performed following the consumer’s express request and acknowledgement. Any mandatory consumer right takes priority over inconsistent wording in these terms.

13. Drafts, review and acceptance

Unless otherwise agreed, one reasonable consolidated round of factual corrections is included. Substantive redesign, new information, changed instructions or additional review rounds may be chargeable. You must review deliverables before use and notify us promptly of errors. A deliverable will be treated as accepted when you approve it, use it operationally, publish it, or fail to raise a material issue within 10 working days after delivery.

14. Nature and limitations of Services

Our Services are operational consultancy and documentation support. Unless expressly agreed, they are not legal advice, engineering design, medical advice, fire-engineering approval, statutory inspection, certification, insurance advice or approval by an enforcing authority.

A risk assessment, plan, report, policy or procedure is not a substitute for competent implementation. Conditions can change after delivery. The Client must review documents following incidents, material operational changes, legislative changes and at suitable intervals.

15. Incident reports and investigations

Reports are based on the evidence made available within the agreed scope and timeframe. We do not guarantee that every fact, witness or document has been identified. Findings may change if further evidence emerges. Unless expressly commissioned to do so, we do not determine criminal, civil, disciplinary or regulatory liability.

16. Intellectual property

We retain ownership of all pre-existing and underlying methodologies, know-how, frameworks, working papers, prompts, processes, reusable clauses, templates and tools. Subject to full payment, we grant the Client a non-exclusive, non-transferable licence to use the final deliverable internally for the agreed purpose and identified sites or activities.

The Client must not resell, sublicense, publish, distribute, remove attribution from, or adapt a deliverable for an unrelated organisation, activity or site without written permission. We may reuse general skills, know-how and anonymised learning that does not disclose Client confidential information.

17. Client materials and third-party rights

The Client retains ownership of materials it supplies and grants us a licence to use them for the Services. The Client warrants that it has authority to provide those materials and that our agreed use will not infringe third-party rights or breach confidentiality, data-protection or other obligations.

18. Confidentiality

Each party must keep the other’s confidential information secure and use it only for the contract. Disclosure is permitted to personnel, professional advisers, insurers, approved subcontractors and service providers who need the information and are bound by appropriate duties, or where required by law. This clause does not cover information that is public through no breach, already lawfully known, independently developed or lawfully received from another source.

19. Data protection

Each party will comply with applicable data-protection law. Where we process personal data as the Client’s processor, we will act only on documented instructions, maintain appropriate security, require confidentiality, assist reasonably with compliance, control sub-processors and delete or return data at the end of the Services subject to legal retention duties. A separate data-processing schedule may be required for assignments involving regular or higher-risk processing.

20. Subcontracting

We may use suitably competent associates and service providers while remaining responsible for the contracted Services. We will not appoint a material subcontractor contrary to an express written restriction agreed before the engagement.

21. Non-solicitation

For 12 months after an engagement, a business Client must not knowingly solicit for employment or direct engagement any associate introduced by us and materially involved in the Services, except through a general recruitment campaign not targeted at that person. This restriction does not prevent engagement with our written agreement, which may be conditional on a reasonable introduction fee.

22. Warranties and remedies

We warrant that Services will be performed with reasonable care and skill. If you identify a material failure within a reasonable time, you must give us sufficient detail and a reasonable opportunity to correct or reperform the affected work. Reperformance, correction or an appropriate fee reduction will be the primary remedy, subject to mandatory law.

23. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title, or any other liability that cannot lawfully be excluded.

Subject to that:

• we are not liable for indirect or consequential loss, or loss of profit, revenue, business, contract, opportunity, anticipated savings, goodwill or data;
• we are not liable to the extent loss results from inaccurate or incomplete information, Client delay, unauthorised changes, use outside scope, failure to implement recommendations, or use after circumstances have materially changed;
• we are not responsible for decisions or enforcement action by regulators, courts, clients, insurers or other third parties; and
• our total aggregate liability arising from an engagement will not exceed 100% of the fees paid or payable for the specific Services giving rise to the claim, unless a different cap is expressly stated in the Proposal.

The parties agree that the fee reflects this allocation of risk. Nothing in this clause reduces any mandatory consumer right.

24. Indemnity

A business Client will indemnify us against reasonable third-party claims, losses and costs arising directly from Client materials that infringe rights, unlawful instructions, unauthorised onward distribution, or use of deliverables outside the agreed purpose, except to the extent caused by our breach or negligence.

25. Insurance

We will maintain insurance appropriate to the nature and scale of our business. The existence of insurance does not increase the liability limits agreed under the contract.

26. Suspension and termination

We may suspend or terminate immediately by written notice if the Client fails to pay, materially breaches the contract, requests unlawful or unsafe work, becomes insolvent, or creates an unacceptable legal, ethical, security or reputational risk. Either party may terminate for another material breach not remedied within 14 days after written notice where remedy is possible.

Termination does not affect accrued rights. The Client must pay all fees and committed costs due up to termination. Clauses intended to survive, including payment, confidentiality, intellectual property, data protection, liability and dispute provisions, remain effective.

27. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including serious illness, utility or internet failure, cyberattack, industrial action, transport disruption, fire, flood, epidemic, governmental action or failure of key suppliers. The affected party will notify the other and take reasonable steps to reduce impact. If the event continues for more than 30 days, either party may terminate the affected Services, with payment due for work completed and unavoidable costs.

28. Notices

Formal notices must be in writing and sent to the email or postal address stated in the Proposal. Email notices are treated as received on the next working day after transmission, provided no delivery failure is received. This clause does not apply to service of court proceedings.

29. Complaints and dispute resolution

Please raise concerns promptly so we have a fair opportunity to investigate and remedy them. Senior representatives of both parties will first attempt in good faith to resolve a dispute. The parties may agree mediation before proceedings, but this does not prevent urgent injunctive relief or debt recovery.

30. General provisions

The Client may not assign or transfer the contract without our written consent. We may assign it as part of a genuine business transfer. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999. Failure or delay in enforcing a right is not a waiver. If a provision is invalid, it will be modified to the minimum extent necessary or severed, and the remainder will continue. The contract is the entire agreement and supersedes earlier discussions relating to its subject matter, but does not exclude liability for fraud.

31. Governing law and jurisdiction

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 for business Clients. Consumers retain any mandatory jurisdiction rights available under applicable law.