1. Agreement Scope

• Applies to all services provided via Fixed Price List, Quotation, Sales Order, or Sales Agreement by Workforce Wellbeing Ltd a company registered in England & Wales under number 07848085 whose registered offices are at Allt-Y-Wennol Groesfaen Road, Peterston-Super-Ely, Cardiff, CF5 6NE
• Acceptance occurs upon signing, booking, or commencement of services.
• Excludes other customer terms unless mutually signed in a specific contract.

2. Service Standards

Workforce Wellbeing Ltd will:

• Use reasonable care and skill.
  • Assign qualified personnel.
  • Maintain necessary insurance.
  • Notify of legal/safety-based service changes.
• Timeframes are targets, not guarantees.
• Services may include goods unless stated otherwise.
• Services invoiced upon completion unless otherwise agreed.

3. Attendance, Cancellations, and Missed Appointments

1. Attendance Expectations
   Clients are responsible for ensuring that all attendees are available and present at the scheduled time. Late arrivals or absences will not be refunded or rescheduled, and full charges will apply.
2. Cancellation Notice Periods
   • Face-to-Face Appointments: Cancellations must be made at least five (5) full business days in advance. Failure to do so will result in the full session fee being charged.
   • Remote Appointments (e.g., telephone, video): A minimum of three (3) full working days’ notice is required to cancel without penalty.
3. No-Shows and Missed Remote Appointments
   Failure to attend a remote appointment without prior notice will be charged in full, regardless of reason, including IT or connectivity issues at the client end.
4. Client Postponement or Failure to Facilitate
   Where a client delays, cancels, or otherwise prevents delivery of the scheduled service (e.g., by not providing necessary contact details, workspace access, or documentation), the session will be deemed cancelled and 100% of the session fee will apply.
5. Scheduled Service Disruptions (e.g. Holiday Shutdowns)
   Special arrangements may apply during extended shutdowns (e.g. Christmas). Any changes will be communicated in advance, and adjusted timelines or cancellation rules may be temporarily applied.
6. Rescheduling
   Rescheduling is subject to the same notice periods as cancellations. Requests made outside the required notice period may incur the full session charge.
7. Emergencies and Exceptions
   While the above terms apply in all cases, exceptions may be made at our sole discretion in genuine emergencies or unforeseen events. Evidence may be required.

4. Your Obligations (Customer)

• Provide access, permissions, information, and health/safety provisions.
• Ensure respectful behavior toward Workforce Wellbeing staff; zero tolerance for abuse.
• Nominate a contact person during on-site visits; failure may lead to cancellation/charges.
• Promptly issue purchase orders, update contact info, and report incidents.

5. Fees & Payment

• Fees detailed in the Fixed Price List or agreements; VAT excluded.
• Payment due in 30 days unless agreed otherwise.
• Late payment: Interest charged at 4% above Bank of England base rate.
• Non-payment may result in service suspension or cancellation.
• Payments via electronic bank transfer in GBP unless agreed otherwise.

6. Termination

• Workforce Wellbeing Ltd may terminate if:
  • Fees unpaid.
  • Client becomes insolvent or enters administration.
• Can also terminate for convenience with written notice.
• Termination by Customer (unless due to Workforce Wellbeing Ltd’s breach) still incurs full minimum committed fees.
• Obligations such as confidentiality and payment survive termination.

7. Confidentiality & Data Protection

• Both parties must protect confidential information and use it only for agreement purposes.
• Data protection: GDPR-compliant.
  • You’re typically the Data Controller; Workforce Wellbeing Ltd acts as the Processor.
  • Secure EU data storage.
  • You must ensure you have lawful grounds to share any personal data.

8. Intellectual Property

• Workforce Wellbeing Ltd retains all IP rights over work produced under the Agreement unless materials are supplied by the Customer.

9. Non-Solicitation & Recruitment

• You cannot hire or directly engage Workforce Wellbeing staff or contractors for up to 12 months after they leave the company.
• If breached, a fee of 25% of the individual’s salary is payable.

10. Liability

• Workforce Wellbeing Ltd is liable for death/personal injury caused by negligence or fraud.
• Otherwise, liability is limited to the fees paid in the past 12 months.
• No liability for indirect or consequential losses.
• Workforce Wellbeing Ltd not responsible for outcomes if professional advice is ignored.
• Customer responsible for reporting all health and safety related incidents in the workplace at all times in accordance with RIDDOR and all other applicable health and safety regulations, and Workforce Wellbeing cannot be held liable for any consequences incurred by your failure to do so

11. Force Majeure

• Neither party is liable for delays or failures due to events beyond their control (e.g., war, natural disaster, industrial action).

12. General Legal Provisions

• Assignment: Workforce Wellbeing Ltd can assign/subcontract obligations without consent.
• Severance: Invalid clauses don't affect the rest of the agreement.
• Notices: Considered received 24 hours after being emailed.
• No waiver without written agreement.
• Entire agreement governs the relationship unless explicitly overridden.