Prentice Elan Ltd
Company Registration No: 17126038
Registered in England and Wales
Last updated: April 2025
1. Introduction
These Terms and Conditions govern the provision of services by Prentice Elan Ltd (“we”, “us”, “our”) to clients (“you”, “your”). By engaging our services, you agree to be bound by these terms. Please read them carefully before proceeding.
These terms constitute the entire agreement between us and supersede any prior discussions, proposals, or representations unless expressly agreed in writing.
2. Services
Prentice Elan Ltd provides research, analysis, report writing, bid and tender support, and stakeholder presentation services to construction professionals, developers, and technical teams.
The specific scope, deliverables, and timeline for each engagement will be agreed in writing before work commences, either via a formal proposal, quote, or written confirmation by email.
We reserve the right to decline any project at our sole discretion, without obligation to provide a reason.
3. Quotes and Proposals
All quotes are valid for 30 days from the date of issue unless otherwise stated. A quote does not constitute a binding agreement until accepted in writing by both parties.
If the scope of work changes after a quote has been accepted, we will notify you of any revised fees before proceeding with additional work. We will not undertake out-of-scope work without written agreement.
4. Payment Terms
Unless otherwise agreed in writing, the following payment terms apply:
- Invoices are issued upon delivery of the agreed deliverable(s).
- Payment is due within 14 days of the invoice date.
- Invoices are payable in GBP (British Pounds Sterling).
- Payment should be made by bank transfer to the account details provided on the invoice.
We reserve the right to charge statutory interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, at 8% above the Bank of England base rate, from the date payment falls due until full payment is received.
We also reserve the right to suspend or withhold delivery of further work if an invoice becomes overdue by more than 7 days.
5. Cancellation and Changes
If you wish to cancel or significantly change the scope of an agreed project, please notify us in writing as soon as possible.
If work has already commenced, you will be liable for a fair proportion of the agreed fee reflecting the work completed to the date of cancellation. This will be calculated in good faith and confirmed to you in writing.
We reserve the right to cancel an engagement if circumstances arise that make it impossible or unreasonable to continue, in which case we will invoice only for work completed to that point.
6. Confidentiality
We understand that the nature of our work frequently involves access to sensitive, commercially valuable, or proprietary information. We take confidentiality seriously.
6.1 Our Obligations
We agree to:
- Keep all client information, project details, documents, and data strictly confidential.
- Not disclose any confidential information to any third party without your prior written consent.
- Use confidential information solely for the purpose of delivering the agreed services.
- Take reasonable steps to protect confidential information from unauthorised access or disclosure.
These obligations will continue for a period of five (5) years following completion of the engagement, or indefinitely where the information constitutes a trade secret.
6.2 Exceptions
Our confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no fault of ours.
- We are required to disclose by law, court order, or regulatory authority (in which case we will notify you promptly, where legally permitted to do so).
- Was already in our possession before you disclosed it to us, without restriction.
6.3 Mutual Confidentiality
You agree to keep confidential any proprietary methods, templates, processes, or tools used by Prentice Elan Ltd in the delivery of services.
6.4 Formal NDAs
Where required, we are happy to sign a mutual non-disclosure agreement (NDA) prior to commencing work. Any NDA must be reviewed and agreed in advance and will not override these terms unless expressly stated within the NDA.
7. Intellectual Property
Upon receipt of full payment, ownership of the final deliverable(s) as specified in the agreed scope transfers to you. You may use, reproduce, and distribute those deliverables for your own business purposes.
We retain ownership of any underlying methodologies, frameworks, templates, tools, or working processes used in the creation of deliverables. These are not transferred to you.
We also retain the right to use non-confidential, anonymised examples of our work for the purpose of demonstrating our capabilities to prospective clients, unless you instruct us otherwise in writing.
8. Client Responsibilities
To enable us to deliver work to the agreed standard and timeline, you agree to:
- Provide accurate, complete, and timely information and materials as reasonably requested.
- Notify us promptly of any changes to the project brief, scope, or relevant circumstances.
- Ensure that any information or materials provided to us do not infringe the intellectual property rights of any third party.
We accept no liability for delays or deficiencies in our work caused by inaccurate or incomplete information provided by you.
9. Limitation of Liability
Our total liability to you in connection with any engagement shall not exceed the total fees paid by you to us for that specific engagement.
We shall not be liable for:
- Loss of profits, revenue, business, contracts, or anticipated savings.
- Indirect, consequential, or special losses of any kind.
- Losses arising from decisions made by you or third parties based on our deliverables.
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.
Our work constitutes research, analysis, and professional communication support. It does not constitute legal, financial, regulatory, or technical engineering advice. You remain responsible for all decisions made in reliance on our outputs.
10. Warranties and Quality
We warrant that:
- Services will be performed with reasonable skill and care.
- We have the right to provide the services as described.
- Deliverables will substantially conform to the agreed scope.
If a deliverable does not meet the agreed scope, please notify us in writing within 7 days of delivery. We will use reasonable endeavours to rectify the issue at no additional cost.
We do not warrant that our outputs will be error-free, nor that they will achieve any particular commercial outcome.
11. Data Protection
We are committed to handling personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Any personal data you share with us will be used only for the purposes of delivering the agreed services and managing our business relationship. We will not sell or share personal data with third parties except where required by law.
For full details of how we handle personal data, please refer to our Privacy Policy.
12. Governing Law and Jurisdiction
These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales.
Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
We will always attempt to resolve any disputes informally in the first instance. If you have a concern, please contact us directly before pursuing formal proceedings.
13. Changes to These Terms
We reserve the right to update these Terms and Conditions at any time. The most current version will always be published on our website at prenticeelan.com. Any changes will take effect from the date of publication and will apply to new engagements entered into after that date.
14. Contact
If you have any questions about these Terms and Conditions, please contact us:
Prentice Elan Ltd
Email: lindsey@prenticeelan.com
Website: www.prenticeelan.com