Kristina Rutherford Consultancy Ltd
Terms and Conditions of Sale

1. About us
1.1 Kristina Rutherford Consultancy Ltd (we, us and our) is a company registered in England and
Wales and our registered office is at the Office, Rogers Yard, Common Lane, Lenwade, Norfolk,
NR9 5QW. You can get in contact with us using the contact details on our website here.
2. Our agreement with you
2.1 These terms and conditions (Terms) apply to your order and the supply of Services by us to you
(Agreement). The Terms apply to the exclusion of any other terms and conditions that you seek
to impose or incorporate, or which are implied by law, trade custom, practice or course of
dealing.
2.2 The Agreement is the entire agreement between you and us in relation to its subject matter.
You acknowledge that you have not relied on any statement, promise, warranty, representation
or other assurance that is not set out in the Agreement.
3. Your order
3.1 You may only submit an order by following the order process set out on our website (or other
platform). Each order is an offer by you to purchase the services specified in the order (Services)
and is subject to these Terms.
3.2 Our order process allows you the opportunity to check and amend your order before it is
submitted. Please check your order carefully before submitting it to us. It is your responsibility
to ensure that your order is complete and accurate.
3.3 When we receive your order, you will receive an email from us acknowledging its receipt. This
acknowledgement does not mean that we have accepted your order.
3.4 The Agreement between you and us will come into effect when we send an email to you
accepting your order (Order Confirmation). The date of the Order Confirmation will hereafter
be referred to as the Commencement Date. The Agreement will relate only to those Services
specified in the Order Confirmation.
3.5 If we are unable to supply you with the Services for any reason, we will inform you by email and
we will not process your order. If you have already paid for the Services, we will refund you the
full amount.

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4. Our responsibilities
4.1 Any descriptions, illustrations or videos on our website (or other platform) are published for the
sole purpose of giving an approximate idea of the services described in them. They will not form
part of the Agreement and will not be contractually binding.
4.2 Subject to our right to amend the specification pursuant to clause 4.3 , we will supply the
Services to you materially in accordance with the specification for the Services provided by us to
you via email (or other electronic communication) prior to Order Confirmation.
4.3 We reserve the right to amend the specification of the Services to enable us to comply with any
applicable law or regulation or if the amendment will not have a material adverse effect on the
nature or quality of the Services.
4.4 We will perform the Services using reasonable care and skill.
4.5 We will endeavour to adhere to any dates specified in the Order Confirmation and the
specification, but any dates are estimates only and failure by us to adhere to such dates will not
give you any right to terminate the Agreement.
5. Your obligations
5.1 You must ensure that:

(a) the terms of your order are complete and accurate; and
(b) you cooperate with us in all matters relating to the Services and take all steps
reasonably required by us in order to facilitate performance of the Services; and
(c) you participate in any sessions and other activities in relation to the performance of
the Services
(d) you provide us with such information and materials we may reasonably require in
order to supply the Services, and ensure that such information is complete and
accurate in all material respects; and
(e) you comply with all applicable laws and regulations.

5.2 If our ability to perform the Services is prevented, delayed or otherwise hindered by your failure
to comply with any one or more of the obligations listed in clause 5.1 (Your Default):
(a) we will have the right to suspend performance of the Services until you remedy Your
Default, and to rely on Your Default to relieve us from the performance of the Services,
in each case to the extent Your Default prevents, delays and/or hinders our
performance of the Services. In addition, Your Default may entitle us to terminate the
Agreement pursuant to clause 12 (Termination);

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(b) we will not be responsible for any costs or losses you sustain or incur arising directly or
indirectly from our failure or delay to perform the Services; and
(c) you will reimburse us on written demand for any costs expenses or other losses we
sustain or incur which arise directly or indirectly from Your Default.

6. Charges
6.1 You agree to pay our charges (Charges) in accordance with this clause 6 .
6.2 The Charges are the prices specified in the email (or other electronic communication) sent by us
to you prior to Order Confirmation.
6.3 We take reasonable care to ensure that the prices stated for the Services are correct at the time
when the relevant information was entered into the system.
6.4 Our charges may change from time to time, but changes will not affect any order you have
already placed.
6.5 We are not VAT registered, therefore the Charges are exclusive of VAT. If we become VAT
registered, any taxable supply for VAT purposes that is made under the Contract by Us to You,
shall, on receipt of a valid VAT invoice from Us, require You to pay Us such additional amounts in
respect of VAT as are chargeable on the supply of the Services at the same time as payment is
due for the supply of the Services.
6.6 Despite our reasonable efforts, some of the Services on our website (or other platform) may be
incorrectly priced from time to time. If the correct price for the Services is higher than the price
specified on our website (or other platform), we will contact you as soon as reasonably possible
to make you aware of this mistake and give you the option of continuing to purchase the
Services at the correct higher price or cancelling your order. We will not process your order until
we have received confirmation of your chosen option. If we are unable to contact you using the
details provided during the order process, we will cancel your order and notify you in writing.
Despite what is stated above, if we mistakenly accept and process your order where a pricing
error is obvious and could reasonably have been identified as such, we may cancel your order
and refund any sums you have already paid.
7. Payment
7.1 You must pay for the Services in accordance with the payment schedule specified to you by us
prior to order confirmation. Your first payment will be processed upon acceptance of your
order.
7.2 Payment for the Services must be made using a debit card or credit card. We set out the cards
that we accept during the order process.

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7.3 We will send an invoice to you following payment. We shall be entitled to levy an administration
fee for any failed or cancelled payments.
7.4 If you do not make a payment by the due date, without affecting our remedies under clause 12
(Termination), you must pay interest on the overdue sum from the due date until payment of
the overdue sum (whether before or after judgment). Interest under this clause 7.4 will accrue
each day at 4% a year above the Bank of England's base rate (from time to time), subject to a
minimum of 4% a year (if the Bank of England’s base rate is less than 0%).
7.5 You shall pay all amounts due under the Agreement in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Intellectual property rights
8.1 All intellectual property rights in or arising out of or in connection with the Services will be
owned by us.
8.2 Subject to clause 8.3 , we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-
free licence during the term of the Agreement to use the deliverables specified in your order
solely for the purpose of receiving and using the Services and such deliverables in your business.
You may not sub-license, assign or otherwise transfer the rights granted in this clause 8.2 .
8.3 You will not sell, distribute or offer to any third party any of the deliverables or other material
(including any derivatives of the deliverables and other material) supplied in connection with
the provision of the Services.
8.4 You acknowledge and agree that damages alone would not be an adequate remedy for the
breach of any term of this Agreement, and as such we will be entitled to the remedies of
injunction, specific performance or other equitable relief for any threatened or actual breach of
the terms of this Agreement.
8.5 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to
copy and modify any materials provided by you to us for the term of the Agreement for the
purpose of providing the Services to you.
9. How we may use your personal information
9.1 We will use any personal information you provide to us to:

(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop
receiving these at any time by contacting us.

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9.2 We will process your personal information in accordance with our privacy notice here, and the
terms of such privacy notice are incorporated into this Agreement.
10. Limitation of liability (WE DRAW YOUR ATTENTION TO THIS CLAUSE IN PARTICULAR)
10.1 Nothing in the Agreement limits any liability which cannot legally be limited, including liability
for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession).

10.2 Subject to clause 10.1 , we will not be liable to you, whether in contract, tort (including
negligence), for breach of statutory duty, or otherwise, arising under or in connection with the
Agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.

10.3 Subject to clause 10.1 , our total liability to you arising under or in connection with the
Agreement, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, will be limited to the total Charges paid by you under the Agreement.
10.4 Taking into account the commitments we give you in clause 4.2 , the terms implied by sections 3,
4 and 5 of the Supply of Goods and Services Act 1982 are excluded to the maximum extent
permitted by law.
10.5 Unless you notify us that you intend to make a claim in respect of an event within the notice
period, we shall have no liability for that event. The notice period for an event shall start on the
day on which you became, or ought reasonably to have become, aware of the event having
occurred and shall expire 6 months from that date. You must provide notice in writing and
explain the event and the grounds for your claim in reasonable detail.
10.6 This clause 10 will survive termination of the Agreement.
11. Confidentiality

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11.1 You agree that you will not at any time disclose to any person any confidential information
concerning our business, affairs, customers, clients or suppliers, except as permitted by clause
11.2 .
11.2 You may disclose the confidential information referred to in clause 11.1 :

(a) to your employees, officers and professional advisers who need to know such
information for the purposes of performing your obligations under the Agreement. You
will ensure that such employees, officers and professional advisers comply with this
clause 11 ; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority so long as you use your best efforts to limit disclosure of the
confidential information.

11.3 You may only use the our confidential information for the purpose of fulfilling your obligations
under the Agreement.
12. Termination and consequences of termination
12.1 Without limiting any of our other rights, we may suspend performance of the Services, or
terminate the Agreement with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Agreement and you cannot do
anything to put it right;
(b) you commit a material breach of any term of the Agreement and you can do
something to put it right but fail to do so within 7 days of being notified in writing to do
so;
(c) you fail to pay any amount due under the Agreement on the due date;
(d) you take any step or action in connection with you entering administration, provisional
liquidation or any composition or arrangement with your creditors (other than in
relation to a solvent restructuring), applying to court for or obtaining a moratorium
under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by
order of the court, unless for the purpose of a solvent restructuring), having a receiver
appointed to any of your assets or ceasing to carry on business or, if the step or action
is taken in another jurisdiction, in connection to an equivalent procedure in that
jurisdiction;
(e) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a
substantial part of your business; or
(f) your financial position deteriorates to such an extent that in our opinion your ability to
meet your obligations under the Agreement is under threat.

12.2 Consequences of termination

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(a) On termination of the Agreement you must return to us all of Our Materials and any
deliverables specified in your order which have not been paid for in full. If you fail to
do so, then we may enter your premises to take possession of them and you will
provide all reasonable assistance we require to facilitate such recovery. Until they have
been returned or recovered, you will be solely responsible for their safe keeping and
you must not use them for any purpose unconnected with the Agreement.
(b) Termination of the Agreement will not affect our accrued rights and remedies.

13. Survival
Any provision of this Agreement that is intended to come into or continue in force on or after
termination will remain in full force and effect.
14. Events outside our control
14.1 We will not be responsible or liable for any failure to perform, or for any delay in performance
of, any of our obligations under the Agreement that is caused by any event or circumstances
beyond our reasonable control (Force Majeure Event).
14.2 If the performance of our obligations under the Agreement is affected by a Force Majeure
Event:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Agreement will be suspended and the time for performance
of our obligations will be extended for the duration of the Force Majeure Event. When
the Force Majeure Event has ended we will arrange a new date for performance of the
Services with you.

14.3 You may cancel the Agreement if we inform you that our performance of the Agreement has
been affected by a Force Majeure Event and the Force Majeure Event continues for more than
60 days. In these circumstances, please contact us to cancel. If you notify us of your cancellation
we will refund the amount you paid to us, less the charges reasonably and actually incurred by
us in performing the Services up to the date of the Force Majeure Event.
15. Non-solicitation
You must not attempt to obtain services that compete with the Services from any of our
directors, employees or consultants, whether as an employee or on a freelance basis, during the
period that we provide the Services to you and for a period of six months after termination of
the Agreement.
16. Communications between us
16.1 References to "in writing" in these Terms includes email.

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16.2 Any notice or other communication given under or in connection with the Agreement must be in
writing and be delivered personally, sent by pre-paid first class post or other next working day
delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if it is delivered personally, on signature of a delivery receipt;
(b) if it is sent by pre-paid first class post or other next working day delivery service, at
9.00 am on the second working day after posting; or
(c) if it is sent by email, at 9.00 am the next working day after transmission.

16.4 To prove a notice has been served, it will be sufficient to show, in the instance of a letter, that
such letter was properly addressed, postage was paid and it was placed in the post and, in the
case of an email, that such email was sent to the email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents
in any legal action.
17. General
17.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Agreement to another
entity.
(b) You may not assign or transfer your rights or your obligations under the Agreement to
another person unless we agree in writing.

17.2 Variation. Any variation of the Agreement will only be effective if it is in writing and signed by
you and us.
17.3 Waiver. If we do not insist that you perform any of your obligations under the Agreement, or if
we do not enforce our rights against you (or if we delay in doing so), that will not mean that we
waive our rights against you or that you do not have to comply with your obligations under the
Agreement. Any waiver of our rights will only be valid if it is in writing, and such a waiver will not
mean that we automatically waive any right related to any subsequent default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court of competent
jurisdiction or any governmental or regulatory authority decides that any of them is unlawful or
unenforceable, the remaining paragraphs will not be affected and will remain in full force and
effect.
17.5 Third party rights. The Agreement is between you and us. No third party shall have any rights to
enforce any of its terms.

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17.6 Governing law and jurisdiction. The Agreement and any dispute or claim arising out of or in
connection with it is governed by English law. You and we each irrevocably agree to submit all
disputes or claims arising out of or in connection with the Agreement to the exclusive
jurisdiction of the English courts.