Version: 1.6
Last Updated: 4th July 2025
These Terms & Conditions apply to all services provided by HelpFully Limited (“we”, “us”, or “our”). By entering into a service agreement with us, you (“the Client”) agree to be bound by the latest version of these Terms & Conditions, which are incorporated by reference into all our contracts.
1. General
- These Terms apply to all services provided unless otherwise agreed in writing.
- We may update these Terms from time to time. The latest version will always be available at https://helpfullyit.com/terms.
- Continued use of our services constitutes acceptance of the most current Terms.
2. Currency & Tax
- All prices are quoted in GBP (£) and are exclusive of VAT unless stated otherwise.
- VAT will be applied at the prevailing rate.
3. Payment Terms
- Invoices are issued monthly and are due within 30 days unless otherwise agreed.
- Payments are collected by Direct Debit via GoCardless. The Client must maintain an active mandate at all times.
- Failure to maintain a valid payment method may result in a suspension of services.
4. Late Payments
- Late payments may incur interest at a rate of 1.5% per month on the overdue amount.
- Repeated late payments may result in services being paused or terminated.
5. Price Adjustments
- We reserve the right to increase fees annually by the Consumer Price Index (CPI) plus up to 1%.
- Clients will be given a minimum of 30 days’ notice before any price changes take effect.
6. Confidentiality
- Both parties agree to keep all proprietary or sensitive information confidential.
- Confidentiality obligations survive termination of any agreement.
7. Intellectual Property
- Unless otherwise stated in writing, all work and deliverables remain the property of the Client upon full payment.
- We retain the right to reuse any non-client-specific tools, code, or frameworks developed during the engagement.
8. Subcontracting
- We may engage subcontractors or team members to assist with delivery of services.
- All work remains under our responsibility, and we will notify you of new team members as needed.
9. Independent Contractor Status
- HelpFully Limited operates as an independent contractor. Nothing in any agreement creates an employment, partnership, or joint venture relationship.
10. Working Practices
- We retain full control over our working time, methods, and decision-making in relation to the delivery of services.
- We will remain responsive to the reasonable needs and concerns of our clients.
11. Equipment
- We provide, at our own expense, all equipment, software, materials, and supplies necessary to deliver our services.
12. Non-Exclusive Engagement
- This is a non-exclusive engagement. Both parties are free to work with or engage other clients or providers for similar services.
13. Limitation of Liability
- We are not liable for indirect, incidental, or consequential damages.
- Our total liability is limited to the amount paid by the Client in the previous three months for the affected service.
14. Indemnity
- Both parties agree to indemnify and hold each other harmless against any claims, damages, or expenses arising from their own negligence, misconduct, or breach of these Terms.
15. Notices
- All notices or communications under these Terms must be in writing and sent by email to the addresses provided in the agreement or updated in writing.
16. Termination
- Either party may terminate a service agreement by providing 90 days’ written notice.
- Agreements may be terminated immediately in the case of a material breach.
17. Return of Property
- Upon termination, all materials and data belonging to the Client will be returned or securely deleted.
18. Assignment
- We will not assign or transfer our obligations under these Terms without prior written consent from the Client.
19. Waiver and Severability
- If any part of these Terms is found to be invalid or unenforceable, the remainder will still apply.
- Failure to enforce any provision does not waive our right to enforce it later.
20. Governing Law
- These Terms and all agreements are governed by the laws of the United Kingdom.
- Any disputes will be subject to the exclusive jurisdiction of the UK courts.
If you have any questions about these Terms, please contact us at rich@helpfullyit.com.