Version: 1.7
Last Updated: November 2025
These Terms were updated in November 2025 to include clearer service levels, price-change notice, and data-return provisions.
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.
- 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.
We will notify Clients by email of any material changes to these Terms at least 30 days before they take effect. Continued use of our services after the notice period constitutes acceptance of the updated Terms. Clients may terminate the agreement under section 16 if they do not accept material changes.
- Currency & Tax
All prices are quoted in GBP (£) and are exclusive of VAT unless stated otherwise.
VAT will be applied at the prevailing rate.
- 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.
- 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.
- 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 60 days’ notice before any price changes take effect.
- Confidentiality
Both parties agree to keep all proprietary or sensitive information confidential.
Confidentiality obligations survive termination of any agreement.
- 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.
- 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.
- Independent Contractor Status
HelpFully Limited operates as an independent contractor. Nothing in any agreement creates an employment, partnership, or joint venture relationship.
- 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.
- Equipment
We provide, at our own expense, all equipment, software, materials, and supplies necessary to deliver our services.
- 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.
We will notify Clients if we become aware of any conflict of interest that may affect our ability to provide services.
- Service Levels
Service levels, including response times, support hours, and scope of services, are defined in the Statement of Work or Service Level Agreement attached to each service agreement.
Where no specific service levels are documented:
- We will respond to support requests within 24 business hours
- Support is provided during UK business hours (Monday-Friday, 09:00-17:00 GMT/BST)
- Emergency support may be available by prior arrangement
Out-of-scope work will be quoted separately and requires Client approval before proceeding.
- 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.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
- 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.
- 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.
- 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, including but not limited to:
- Non-payment of invoices for more than 60 days beyond the due date
- Breach of confidentiality obligations
- Use of services for illegal purposes
- Multiple violations of any acceptable use policy
- Any other fundamental breach that goes to the root of the agreement
The terminating party must provide written notice specifying the breach. Where possible, the breaching party will be given 14 days to remedy the breach before termination takes effect.
- Return of Property and Data
Upon termination, all materials and data belonging to the Client will be returned in a commonly accessible format or securely deleted according to the Client’s written instructions.
We will retain backups for 30 days following termination to allow for transition. After this period, all Client data will be securely and permanently deleted.
Extended data retention beyond 30 days may be available for an additional fee by prior arrangement.
- Assignment
We will not assign or transfer our obligations under these Terms without prior written consent from the Client.
- 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.
- Force Majeure
Neither party will be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government restrictions, or failure of essential utilities or communication networks.
The affected party must notify the other party promptly and use reasonable efforts to minimize disruption.
- Governing Law
These Terms and all agreements are governed by the laws of England and Wales.
Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these Terms, please contact us at rich@helpfullyit.com.