TERMS AND CONDITIONS - last updated 28th September 2021

These terms may be amended without notice from time to time and you are advised to ensure that you are familiar with the latest version at all times.

This website and the contents therein are the property of Randla Hunt Ltd (“RHL”), company number 5913172, whose registered office is at The Vineyard, Howle Hill, HR9 5SP and are copyright and may not be reproduced in whole or in part without the written and express permission of the company.  RHL accept no responsibility for the accuracy of the contents of this website, nor for any loss or damage, howsoever caused, arising from its use.

As a content provider Randla Hunt is responsible for its “own content” which it makes available for use, in accordance with the general provisions of the law. This own content is to be distinguished from cross-references (“links”) to content made available by third-party providers. To this extent, Randla Hunt, by providing links, is making “third-party content” available for use. It is only responsible for this third-party content if it has knowledge of it (i.e. also knowledge of content which is unlawful or subject to prosecution) and it is technically possible and reasonable to prevent its use. Links are by nature “living” (dynamic) cross-references. Upon establishing initial links, Randla Hunt examined the third-party content as to whether it could possibly lead to civil or criminal liability. However, it is not obligated to constantly monitor the linked content on its website with respect to changes that would give new grounds for liability. Only if the company discovers or is informed by third parties that a specific website to which it has established a link may lead to civil or criminal liability, it will eliminate the link to that website, to the extent that this is technically possible and reasonable. Whether this is technically possible or reasonable shall not be influenced by the fact that even after removing the link from the Randlahunt.co.uk homepage, it may still be possible for users to access the unlawful or criminal website via third-party servers.

Emails sent from all mail addresses ending “@randlahunt.co.uk” are subject to the following terms:

These messages is for the named person’s use only. They may contain confidential, proprietary or legally privileged Information. No confidentiality or privilege is waived or lost by any transmission. If you receive any message in error, please immediately delete it and all copies of it from your system, destroy any hard copies of it and notify the sender. You must not, directly or indirectly, use, disclose, distribute, print, or copy any part of any message if you are not the intended recipient. Any views expressed in these messages are those of the individual sender, except where the message states otherwise and the sender is authorised to state them to be the views of any such entity.

Privacy Policy

We will not sell data to third parties. We generally only share personal daty with our contracted service providers and advisors. However, there will be other times when we need to share or disclose personal data you provide for specific purposes, for example:

In the case of a meeting where we need to provide service providers with your address information or we are running a joint event and have informed you that the data will be shared with our partners. But again, we will notify you as to why we are asking for specific information and it is completely up to you whether you want to provide it.

We may need to disclose your personal data to third parties in the event that we sell or liquidate any part of our business or assets.

We will disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our Terms of Use or to protect the rights, property or safety of RANDLA, our clients, or others.

We are regiostered with the Information Commissioner’s Office: Reference number ZA700115


Unless agreed in writing to the contrary, all service contracts entered into between RHL and its clients for services provided by the company shall be deemed to be governed by the standard RHL Master Services Agreement (“MSA”).  A copy of this agreement is set out below. This MSA may be supplemented by separate schedules to cover specific client or contractor requirements but these schedules shall not be taken to amend or in any other way vary the terms of the MSA and specifically shall not be deemed to create any mutuality of obligation between RHL and its client or clients.

Master Services Agreement ('Agreement')

Where Randla Hunt Limited a company incorporated in England and Wales (registration number 5913172) whose registered office and trading address is at The Vineyard, Howle Hill, HR9 5SP (‘RHL’), and enters into a contract to undertake services for a client company (‘the Client’), RHL agrees to supply and the Client agrees to engage RHL’s Services on the following terms:

1. Nature of this Agreement

1.1 This is a Master Services Agreement (‘Agreement’), and defines the terms under which RHL will undertake such Services for the Client as may be agreed between the parties from time to time.
1.2 Entering this Agreement does not of itself oblige the Client to offer any work to RHL nor for RHL to provide or the Client to accept or pay for any particular consultancy services. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of or between any performance of the services or during any notice period. Where it is agreed between the parties that any Services are to be provided, a schedule in the form annexed to this Agreement setting out the nature of the Services, the charging basis, and any other material terms (a ‘Schedule’) will be produced by RHL and provided to the Client.
1.3 On receipt of a Schedule:
1.3.1 if the Client accepts its terms the Client will promptly sign and return one copy to RHL
1.3.2 if the Client does not accept its terms the Client will promptly advise RHL.
1.4 Upon a Schedule being signed by both parties, it will become a contract binding on the parties.
1.5 A contract formed on the basis of a Schedule referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client’s own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
1.6 Either party may request change to the nature or scope of Services covered by a Schedule. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties.
1.7 This Agreement is not exclusive; the Client acknowledges that RHL enters this Agreement in the course of its business of providing services to its customers, and RHL is and remains at liberty to also provide services to third parties; the Client is and remains at liberty to engage services (including similar services) from third parties. RHL reserves the right to decline to provide any advice and assistance outside the scope of the Services as specified in Schedules agreed between the parties, even if RHL may previously have provided such additional advice and assistance.

2. Services

2.1 RHL will provide Services as agreed from time to time in Schedules, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care.
2.2 As an independent professional, RHL will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. It is RHL’s responsibility to maintain adequate Professional Indemnity, Employer’s Liability, and Public Liability insurance.
2.3 RHL is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and RHL remains responsible for defining the scope of any Services to be performed by a substitute, and in any event for all Services performed on its behalf. Where RHL’s charges are on a time and materials basis, or where any individual who will provide Services is named in a Schedule (or the Client has a reasonable expectation that the Services will primarily be provided by a specific individual), it is RHL’s responsibility to ensure that the relevant skills and experience of any replacement personnel remain commensurate with the fee rates charged.
2.4 It is the Client’s responsibility to afford RHL with such access, information and staff cooperation as RHL may reasonably require for the proper performance of any Services, and for ensuring that all relevant Health and Safety policies, risks, information and relevant statutory compliance measures are disclosed to RHL.

3. Copyright and Intellectual Property Rights

3.1 ‘Deliverable’ means a work produced by RHL in the course of Services for delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to RHL which relate to that Deliverable, and RHL will execute a formal assignment thereof on request by the Client.
3.2 RHL will indemnify the Client against infringement of third party rights by a Deliverable, provided that the Client notifies RHL of any relevant third party rights promptly on such rights becoming known to or suspected by the Client.
3.3 Nothing shall prevent RHL from using techniques, ideas, and other know-how gained during the performance of Services under this Agreement in the furtherance of its own business, to the extent that such does not result in disclosure or abuse of confidential information in breach hereof, or any infringement of any Intellectual Property Rights of the Client.

4. Charges and Payment

4.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
4.2 All sums due shall be invoiced and paid as specified in the applicable Schedule. The Client will pay RHL’s invoices within 30 days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, RHL may invoice monthly.
4.3 If any of RHL’s invoices becomes overdue, RHL may suspend provision of Services, and any agreed timescale will be automatically extended; RHL may also terminate this Agreement and any current Schedule for material breach whilst any payment is more than 7 days overdue.

5. Liability

RHL is not liable for any loss or damage in excess of the higher of (a) 250,000, and (b) 125% of the total sums payable under a Schedule, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury.

6. Termination

6.1 Either party may terminate this Agreement at any time when there is no current Schedule, by immediate written notice.
6.2 Either party may terminate this Agreement and any current Schedule at any time if the other is in material breach or if the other becomes insolvent, by immediate written notice.
6.3 Any rights or obligations of a continuing nature shall survive termination.

7. Force Majeure

If either party is obstructed in performing any of its obligations under a Schedule by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance is suspended and has been so for more than 7 days, either party may terminate that Schedule by immediate written notice.

8. Staff obligations and third party rights

8.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. No person providing Services is expected or required to integrate into the Client’s business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
8.2 Neither party will employ, engage, or otherwise solicit any person who during the previous 6 months was an employee or sub contractor of the other and with whom such party had material contact in connection with Services performed under any Schedule, until 6 months after that Schedule has terminated.
8.3 No third party rights are intended to be conferred or created by this Agreement or any Schedule.
8.4 In this term, ‘employees’ includes, so far as the context permits:
8.4.1 in the case of an LLP or partnership, its partners and employees
8.4.2 in the case of a company, its officers and employees.

9. Confidentiality

Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret, and on termination (or sooner if required) will at the option of the owner thereof return or destroy such confidential information. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.

10. Notices

Any notice to be given by either party to the other shall be in writing and may be sent by recorded delivery to the address of the other and shall be deemed to be served 2 days following the date of posting.

11. Law

These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.