Effective date: 01 November 2025
Website: [https://www.csrconsultants.co.uk](https://www.csrconsultants.co.uk)
Contact: [info@csrconsultants.co.uk](mailto:info@csrconsultants.co.uk)

1) Who we are
 
CSR Consultants (“we”, “us”, “our”) provides consultancy and related services and operates the Website at www.csrconsultants.co.uk (http://www.csrconsultants.co.uk) (the “Website”). Our customers and Website users are “you” and “your”.
 
2) Scope and acceptance
 
These Terms & Conditions (the “Terms”) govern:
 
your access to and use of the Website; and
any consulting, advisory, training or related services we provide (the “Services”), including any proposal, Statement of Work, Order**, or Engagement Letter we agree with you (each a “SOW”).
 
By using the Website or commissioning Services, you agree to these Terms. If you are entering into these Terms for a company, you represent that you are authorised to bind that company.
 
3) Changes to these Terms
 
We may update these Terms from time to time. Material changes will be posted on the Website and, where appropriate, notified by email. Changes apply prospectively. If you continue using the Website or Services after changes take effect, you accept the revised Terms.
 
4) Definitions
 
Deliverables**: work products we deliver under a SOW (e.g., reports, frameworks, training materials).
Client Materials**: data, content, and materials you provide to us.
Confidential Information**: information disclosed by one party to the other that is confidential by nature or designated as confidential.
 
5) Website use
 
a) Eligibility. You must be at least the age of majority in your jurisdiction (or have parental/guardian consent where permitted by law).
b) Acceptable use. You must not: (i) breach applicable law; (ii) attempt to gain unauthorised access to the Website; (iii) introduce malware; (iv) scrape or text-mine except as permitted by law and our robots.txt; or (v) infringe third-party rights.
c) Content accuracy. The Website is provided for general information only. It is **not legal, financial, accounting, HR, or other regulated advice**.
d) Third-party links/tools. The Website may contain links to third-party sites or embed third-party tools. We are not responsible for their content, availability, or practices.
 
6) Proposals, SOWs, and ordering Services
 
a) Formation.  A binding contract for Services is formed when you accept our proposal/SOW or we begin performing at your written request.
b) Priority.   If the SOW conflicts with these Terms, the SOW controls for that engagement.
c) Client cooperation.  You will provide timely access to personnel, systems, locations, and Client Materials reasonably necessary for us to perform. Delays or issues arising from your dependencies may adjust timelines and fees.
d) Changes.   Changes to scope, timeline, or assumptions must be agreed in writing (including email) and may affect fees.
 
7) Fees, expenses, and taxes
 
a) Fees.   Fees are as set out in the SOW (time & materials, fixed fee, or retainer). Unless stated otherwise, fees are exclusive of taxes.
b) Expenses.   You will reimburse reasonable pre-approved expenses (e.g., travel at economy class, accommodation, subsistence).
c) Invoicing & payment.   Unless the SOW states otherwise: invoices are issued monthly in arrears; payment is due within **14 days** of the invoice date; late amounts may accrue interest at the lesser of **1.5% per month** or the maximum rate permitted by law. We may suspend Services for non-payment.
d) Taxes.  You are responsible for applicable **VAT/GST/sales taxes**:
 
UK/EU:   VAT per applicable rules (including reverse charge where applicable).
Australia:  GST under **A New Tax System (Goods and Services Tax) Act 1999**.
New Zealand:  GST under the **Goods and Services Tax Act 1985**.
 We will itemise taxes on invoices where required.
 
8) Intellectual property (IP)
 
a) Background IP.  Each party retains ownership of IP it owned prior to the engagement or develops independently outside the Services.
b) Deliverables.  Upon full payment, and unless the SOW states otherwise, we grant you a **perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use Deliverables for your internal business purposes. Where Deliverables include our templates, methodologies, frameworks, or software, you receive a licence only; ownership remains with us.
c) Client Materials.  You grant us a non-exclusive licence to use Client Materials solely to perform the Services and to create Deliverables. You warrant that you have all rights necessary for that use.
d) Portfolio rights.  We may reference your name and logo in our client lists/credentials unless you reasonably object in writing.
 
9) Confidentiality
 
Each party will protect the other’s Confidential Information using at least reasonable care, use it only for the engagement, and disclose it only to personnel and contractors who need to know and are bound by confidentiality obligations. Exceptions apply for information that is: public, independently developed, rightfully received from a third party, or required by law (with notice where lawful).
 
10) Data protection & privacy
 
a) Compliance.   We process personal data in accordance with applicable data protection laws, including (as applicable):
 
UK GDPR  and the Data Protection Act 2018 (UK), and PECR for e-privacy/cookies;
EU GDPR  and the ePrivacy Directive  (EU);
Privacy Act 1988 (Cth)  and the Australian Privacy Principles (Australia);
Privacy Act 2020 (New Zealand).

 b) Roles. For most consulting engagements we act as an **independent controller** regarding contact and admin data. Where we process personal data **on your documented instructions (e.g., employee/customer datasets for analysis), we act as a processor (UK/EU) / service provider/processor (AU/NZ). In that case, our Data Processing Addendum (DPA)  (including UK IDTA/UK Addendum to the EU SCCs, and other cross-border transfer mechanisms) will apply and is incorporated by reference.
 
c) International transfers. Where personal data is transferred internationally, we will implement appropriate safeguards (e.g., SCCs/IDTA) and maintain a record of processing where required.
 
d) Security. We maintain appropriate technical and organisational measures (TOMs) proportionate to risks, including access controls, encryption in transit (and at rest where feasible), and vendor due diligence.
 
e) Individual rights & complaints.  You may exercise privacy rights or raise concerns using **[info@csrconsultants.co.uk](mailto:info@csrconsultants.co.uk). You also have the right to complain to your local supervisory authority (e.g., CO in the UK, an EU DPA, OAIC in Australia, or the NZ Privacy Commissioner).
 
f) Cookies. Our Privacy & Cookies Notice explains cookie categories, purposes, and choices. Where consent is required (UK/EU/EEA), we will obtain and log consent via a compliant banner.
 
11) Anti-bribery, anti-slavery, and ethics
 
You and we will comply with applicable anti-bribery and corruption laws, including the **UK Bribery Act 2010**, relevant **EU** national laws, the **Australian Criminal Code** (Cth), and **New Zealand Crimes Act**. We prohibit facilitation payments. We also comply, where applicable, with the **UK Modern Slavery Act 2015** and analogous obligations. You must not require or induce us to act unlawfully or unethically.
 
## 12) Sanctions and export controls
 
Each party represents that it is not subject to applicable sanctions, and will comply with relevant export/sanctions regimes (including those of the **UK**, **EU**, **Australia**, **New Zealand**, and other jurisdictions where Services are provided). We may terminate immediately if continuing would breach sanctions.
 
## 13) Warranties and disclaimers
 
a) **Services warranty.** We warrant that we will provide the Services with **reasonable skill and care** consistent with industry practice.
b) **No other warranties.** Except as expressly stated, and to the fullest extent permitted by law, the Website and Services are provided **“as is”** and **we disclaim all other warranties** (express, implied, statutory), including fitness for a particular purpose, accuracy, and non-infringement.
c) **Professional judgement.** Deliverables reflect professional judgement based on information available at the time; outcomes depend on factors beyond our control.
d) **Consumer guarantees.** **Nothing in these Terms excludes or limits non-excludable consumer guarantees and statutory rights** (see Jurisdiction-Specific Terms in Section 20).
 
## 14) Liability
 
a) **No exclusion for key liabilities.** Nothing in these Terms limits liability for **death or personal injury caused by negligence**, **fraud or fraudulent misrepresentation**, **wilful misconduct**, or any other liability that cannot be excluded under applicable law (including non-excludable consumer guarantees).
b) **Exclusions.** To the fullest extent permitted by law, **neither party** will be liable for **indirect, incidental, special, consequential or punitive** losses, or for **loss of profits, revenue, goodwill, data, or business interruption**, even if advised of the possibility.
c) **Cap.** Our aggregate liability arising out of or in connection with the Services under a SOW is limited to the **total fees paid or payable** by you for the Services giving rise to the claim in the **12 months** preceding the event (or, for a fixed-fee project, the fee for that project).
d) **Time limits.** Claims must be brought within **24 months** after the cause of action accrues, unless a shorter mandatory period applies.
 
## 15) Indemnities
 
a) **Your indemnity.** You will indemnify us against losses arising from: (i) your breach of law or these Terms; (ii) claims alleging that Client Materials infringe third-party rights; or (iii) your misuse of the Website or Deliverables.
b) **Our IP indemnity.** We will indemnify you against third-party claims that **unmodified** Deliverables (excluding your data or third-party components) directly infringe IP rights in the country of delivery, provided you: (i) promptly notify us; (ii) allow us to control the defence; and (iii) cooperate reasonably. Our remedies may include modification, replacement, or a refund of the affected fees with termination of the impacted licence.
 
## 16) Subcontractors and personnel
 
We may use qualified subcontractors (including affiliates) and remain responsible for their acts and omissions as for our own. We carry appropriate professional indemnity and public liability insurance customary for our Services.
 
## 17) Non-solicitation
 
During the engagement and for **6 months** thereafter, neither party will solicit for employment any key personnel of the other party directly involved in the Services, save for general public recruitment not targeted at the other party’s staff.
 
## 18) Term, suspension, and termination
 
a) **Term.** These Terms apply from your first use of the Website and, for Services, from SOW signing or commencement.
b) **Suspension.** We may suspend the Website or Services for security, legal, or non-payment reasons (after notice where feasible).
c) **Termination for convenience.** Either party may terminate a SOW for convenience on **30 days’ written notice** (or as specified in the SOW). Fees for work performed and non-cancelable costs remain payable.
d) **Termination for cause.** Either party may terminate for material breach not cured within **14 days** of notice, or immediately if the other becomes insolvent.
e) **Effects.** On termination, licences to Deliverables survive as per Section 8; each party returns or destroys the other’s Confidential Information on request, subject to legal retention requirements.
 
## 19) Force majeure
 
Neither party is liable for delay or failure due to events beyond its reasonable control (including acts of God, epidemics, labour disputes, governmental actions, cyber incidents not caused by that party’s failure to maintain reasonable security, or utility failures), provided it uses reasonable efforts to mitigate.
 
## 20) Jurisdiction-specific terms (consumer law & mandatory rules)
 
These apply **in addition** to the Terms above and prevail to the extent of conflict.
 
### 20.1 United Kingdom
 
* **Consumer rights.** If you are a UK consumer, you have statutory rights under the **Consumer Rights Act 2015** and **Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013** (including cancellation rights for distance contracts, where applicable). Nothing here affects those rights.
* **E-privacy.** We comply with **Privacy and Electronic Communications Regulations 2003 (PECR)** for electronic marketing and cookies (consent where required).
* **Governing law (UK contracts).** For Services contracted with our UK entity or where the SOW specifies England & Wales law, these Terms are governed by **English law** and subject to the **exclusive jurisdiction of the courts of England & Wales**.
 
### 20.2 European Union/EEA
 
* **Consumer rights.** If you are an EU consumer, you benefit from the **Consumer Rights Directive (2011/83/EU)**, local implementing laws, and unfair terms rules. Nothing here affects your mandatory rights (including withdrawal/cooling-off where applicable).
* **Data protection.** We comply with the **EU GDPR** and ePrivacy rules for consent-based cookies and direct marketing.
* **ODR.** If you are an EU consumer, you may access the **EU Online Dispute Resolution (ODR) platform**.
* **Governing law (EU contracts).** Where a SOW specifies an EU member-state law, that local law and courts will apply, subject to your mandatory consumer protections.
 
### 20.3 Australia
 
* **Australian Consumer Law (ACL).** Our goods and services come with guarantees that cannot be excluded under the **ACL**. For major failures you are entitled to a replacement or refund and compensation for any other reasonably foreseeable loss or damage. If the goods/services fail to be of acceptable quality and the failure does not amount to a major failure, you are entitled to have the failure remedied within a reasonable time; otherwise, you may obtain a refund or replacement.
* **Privacy.** We comply with the **Privacy Act 1988 (Cth)** and **APPs**.
* **Governing law (AU contracts).** Where the SOW specifies Australia, these Terms are governed by the laws of that state/territory and the **courts of that state/territory**.
 
### 20.4 New Zealand
 
* **Consumer Guarantees Act (CGA) & Fair Trading Act (FTA).** If you acquire Services **for personal, domestic, or household use**, you have non-excludable rights under the **CGA** and **FTA**. If you are a business acquiring Services **for business purposes**, you and we agree the CGA does not apply to the fullest extent permitted.
* **Privacy.** We comply with the **Privacy Act 2020** and associated codes.
* **Governing law (NZ contracts).** Where the SOW specifies New Zealand, these Terms are governed by **New Zealand law** and subject to the **courts of New Zealand**.
 
## 21) Complaints and dispute resolution
 
a) **Informal resolution.** Please contact **[info@csrconsultants.co.uk](mailto:info@csrconsultants.co.uk)**. We aim to respond within **10 business days**.
b) **Escalation.** If unresolved, senior representatives will meet (virtually or in person) to attempt resolution within **20 business days**.
c) **Mediation/arbitration.** If agreed in the SOW, disputes may proceed to mediation (e.g., CEDR in the UK) or arbitration under specified rules. Consumers retain the right to bring claims in courts of their home country where mandatory laws allow.
 
## 22) Notices
 
Formal notices must be sent by email to **[info@csrconsultants.co.uk](mailto:info@csrconsultants.co.uk)** and are deemed received when the email is successfully delivered (next business day if outside business hours). We will send notices to the email you designate in the SOW or ordering process.
 
## 23) Publicity and testimonials
 
We may request testimonials or case studies. Publication will only occur with your prior approval where your identity or confidential details are involved.
 
## 24) Compliance with laws and industry standards
 
Both parties will comply with applicable laws including **health & safety** at client sites, **modern slavery**, **anti-money laundering** (if applicable), **competition/antitrust**, **equal opportunity**, **human rights**, and **accessibility** (we aim for **WCAG 2.1 AA** on our Website).
 
## 25) Insurance
 
We maintain appropriate insurance coverage, including **professional indemnity** and **public liability** at levels consistent with industry practice. Certificates of currency are available on reasonable request.
 
## 26) Severability, no waiver, assignment
 
If a provision is unlawful or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder remains in force. Failure to enforce any provision is not a waiver. You may not assign your rights or obligations without our prior written consent (not to be unreasonably withheld). We may assign to an affiliate or as part of a corporate reorganisation, merger, or sale of business.
 
## 27) Entire agreement
 
These Terms, together with any SOW and incorporated policies (including the **Privacy & Cookies Notice** and any **Data Processing Addendum**), constitute the entire agreement and supersede prior discussions and understandings relating to their subject matter.
 
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## Annex A – Data Processing Addendum (summary – use a full DPA for execution)
 
**When we act as your processor/service provider** (see Section 10), the following apply in addition to the Terms:
 
1. **Subject-matter & duration.** Processing of personal data solely to deliver the Services under the SOW, for the engagement duration plus reasonable archival periods.
2. **Nature & purpose.** Data analysis, reporting, advisory, training administration, and related support.
3. **Types of data & subjects.** Employee, contractor, customer and supplier data; contact info; organisational data; usage metrics; other categories documented in the SOW.
4. **Your instructions.** We process only on documented lawful instructions and notify you if an instruction appears unlawful.
5. **Confidentiality.** Personnel are bound by confidentiality obligations.
6. **Security.** We implement TOMs proportionate to risk (access controls, least privilege, encryption in transit, vulnerability management, backups, and vendor oversight).
7. **Sub-processors.** We may engage sub-processors with appropriate contracts and will provide a mechanism for notice/objection for material changes.
8. **Assistance.** We reasonably assist with data subject requests, security incidents, DPIAs, and consultations with regulators.
9. **Breach notification.** We will notify you **without undue delay** after becoming aware of a personal data breach affecting your data.
10. **Deletion/return.** On termination or on request, we will return or delete personal data, unless retention is required by law.
11. **Audits.** We will provide audit information and allow audits as set out in the DPA on reasonable notice, subject to confidentiality and security.
12. **International transfers.** We use **EU SCCs**, **UK IDTA**/**Addendum**, or other appropriate safeguards for cross-border transfers.
13. **Precedence.** If this Annex conflicts with the Terms, this Annex prevails for processing activities.
 
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Annex B – Website Privacy & Cookies (high-level summary; link to full policy)
 
* We collect limited personal data (e.g., contact form submissions, newsletter sign-ups, basic analytics).
* Legal bases (EU/UK): consent, contract necessity, legitimate interests, legal obligations.
* We use cookies for essential functionality, performance/analytics, and, where enabled, marketing. **Consent** is obtained where required (UK/EU/EEA).
* You can manage cookies via our banner and your browser settings.
* See our full **Privacy & Cookies Notice** for details and your rights.