Terms of Service

Your access to and use of our Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use our Services. By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service.

1. Definitions

"Agreement" means these Terms of Service.

"Client," "You," "Your" refers to you, the person accessing this website and accepting the Company’s terms and conditions.

"The Company," "Ourselves," "We," "Our," "Us" refers to Glaxtons Consulting.

"Services" refers to the bid writing, proposal strategy, tender support, and related consultancy services provided by Glaxtons Consulting as detailed in a specific Scope of Work or proposal.

"Scope of Work" means the document or agreement outlining the specific Services to be provided, deliverables, timelines, and fees.

"Confidential Information" means any information disclosed by one party to the other which is marked or identified as confidential or which would reasonably be considered confidential in the circumstances.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. Our Services

Glaxtons Consulting provides specialist bid and tender management services, including but not limited to bid writing, proposal strategy development, tender review, and bid process improvement. The precise scope of services for each engagement will be detailed in a mutually agreed-upon Scope of Work or client agreement. We will perform the Services with reasonable skill, care, and diligence.

3. Client Obligations

To enable us to perform our obligations, the Client shall:

• Co-operate with us in all matters relating to the Services.
• Provide, in a timely manner, such information and materials as we may reasonably require, and ensure that such information is accurate in all material respects.
• Obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start.
• Ensure that all information provided to us does not infringe any third-party Intellectual Property Rights.

If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

4. Fees and Payment

Fees for the Services will be set out in the Scope of Work or proposal. Unless otherwise agreed in writing, all invoices are payable within [e.g., 14 or 30] days of the date of the invoice. We reserve the right to charge interest on any overdue amounts at a rate of [e.g., 4%] per annum above the Bank of England base rate, calculated daily.

All sums payable to us under this Agreement are exclusive of any applicable Value Added Tax (VAT) or other sales tax, which shall be added to the sum in question.

We may suspend the provision of Services if any sums due are not paid by the due date.

5. Confidentiality

Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.2.

Each party may disclose the other party’s Confidential Information:

• To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s Confidential Information comply with this clause 5.
• As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

6. Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by us. We grant to the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the deliverables in its business.

The Client grants us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to us for the term of this Agreement for the purpose of providing the Services to the Client.

The Client shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the materials provided by the Client infringe the Intellectual Property Rights of a third party.

7. Limitation of Liability

Nothing in this Agreement limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

Subject to clause 7.1, we shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this 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.

Subject to clause 7.1, our total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total fees paid by the Client under the relevant Scope of Work to which the claim relates.

Whilst we will use our reasonable endeavours to ensure the success of any bid or proposal, we do not guarantee that any bid, tender or proposal submitted by or on behalf of the Client will be successful. The ultimate decision for awarding contracts rests with the procuring authority.

8. Termination

Either party may terminate this Agreement by giving the other party [e.g., 30] days' written notice.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within [e.g., 14] days of that party being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 its assets or ceasing to carry on business.

On termination of this Agreement for any reason, the Client shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

9. Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event"). If the period of delay or non-performance continues for [e.g., 4 weeks], the party not affected may terminate this Agreement by giving [e.g., 14 days'] written notice to the affected party.

10. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

11. Entire Agreement

This Agreement, together with any Scope of Work, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12. Variation / Amendments

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least [e.g., 30 days'] notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

13. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

14. Waiver

A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

15. Notices

Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, or commercial courier.

16. Contact Us

If you have any questions about these Terms, please contact us at: info@glaxtons.co.uk.

Last updated: May 16, 2025