Consultancy Terms & Conditions
We are Porterdale Ltd, a limited liability company registered in England and Wales under company number 09631468 with our registered office at 213 Derbyshire Lane, Sheffield, England, S8 8SA (Porterdale, we, us, our).
Porterdale operates the website porterdale.co.uk (Website).
You have chosen to book a free discovery call with us (Discovery Call) and/or to purchase a paid consultancy session with us (Consultancy Appointment).
A reference in these Consultancy Terms and Conditions to:
a Consultation means a Discovery Call and/or a Consultancy Appointment.
the Services means the services we provide during a Consultation.
The provision of the Services is subject to these Consultancy Terms and Conditions. Except where these terms state that a provision applies only to a Discovery Call or only to a Consultancy Appointment, these terms apply to both.
1. You accept these terms
1.1 By booking a Consultation with us, you confirm that you accept these Consultancy Terms and Conditions and that you agree to comply with them.
1.2 By agreeing to these Consultancy Terms and Conditions, you confirm that: (a) you are entering into them in the course of a business and not as a consumer; (b) you have the authority to agree to them on behalf of the business you represent; and (c) the business you represent will be bound by them. References in these terms to "you" mean both you and the business you represent.
1.3 If you do not agree to these Consultancy Terms and Conditions, you must not book a Consultation with us, and we will not be able to provide the Services to you.
1.4 We recommend that you print a copy of these terms for future reference.
1.5 If you have any questions or would like to contact us, contact us at info@porterdale.co.uk
2. Scope of the Services
2.1 The Services are intended for businesses registered in England and Wales. You understand that, amongst other things, the taxation and accounting rules in place in different countries will vary and therefore that the Services are designed purely for businesses in England and Wales.
2.2 The provision of the Services does not constitute financial advice:
a) The nature of the Services depends on what you book:
i) a Discovery Call - a short introductory discussion to understand your business and finance needs and to explain how we may be able to help. It is exploratory only and does not involve the provision of advice or recommendations; and
ii) the Consultancy Appointment - a 90-minute session (which may be delivered as a single session or split across two shorter sessions) providing practical support to help you set up a financial forecast using the Clearview platform. The session is limited to guidance on using the Clearview tool and structuring forecast inputs, and does not include general financial, commercial or investment advice.
but in each case, the Services are general in nature, and do not constitute regulated financial advice, investment advice or a personal recommendation within the meaning of the Financial Services and Markets Act 2000, nor do they constitute accountancy, tax or legal advice. You should obtain independent professional advice before acting on any general information provided as part of the Services.
b) All advice is provided based on the information provided to Porterdale as part of the consultation. We shall not be responsible as a result of any errors in the information you provide us.
3. Provision of the Services
3.1 In consideration of the Charges (as defined in clause 4), Porterdale shall provide you with the Services with all reasonable skill and care.
3.2 All Consultations are subject to availability and are scheduled on a first-come, first-served basis. You are required to book the Consultation with Porterdale using our online calendar tool, available through the Website. Please note that all appointment requests are subject to manual review and confirmation by Porterdale; your selected time slot is not guaranteed at the time of booking. Upon completion of your online booking, Porterdale will use reasonable endeavours to ensure the availability of your selected time slot. You will receive an email confirmation from Porterdale once your booking has been processed and the Consultation is confirmed. While we make every effort to ensure the time slot you have selected is available, Porterdale reserves the right to reschedule Consultations if necessary. Should a rescheduling be required, we will notify you as soon as reasonably practicable and offer alternative consultation options. For the avoidance of doubt, your Consultation is not confirmed until you have received our email confirmation following manual review.
3.3 All Consultation times and dates will be as confirmed in your email confirmation. It is your responsibility to ensure you are available at the booked time. If you are late to a Consultation, Porterdale is not obliged to extend the duration of the session beyond the scheduled end time.
3.4 All Consultations will be carried out online by video conference. Consultations will only be held in person where we have expressly agreed to this in advance and where you agree to meet our reasonable travel and accommodation costs and expenses (and any other costs we notify to you in advance).
3.5 As part of the Charges for the Consultancy Appointment, and provided always that you comply with these Consultancy Terms and Conditions (and in particular the restrictions in clause 11), Porterdale will provide you with a voucher code giving access to the Clearview platform at no additional cost for 12 months (the Subscription Services). The voucher code will be issued to you only after the Consultation has taken place. This benefit does not apply to free Discovery Calls. The Subscription Services are provided by Clearview and are governed by Clearview's subscription terms and conditions, which are separate from these Consultancy Terms and Conditions, and must be accepted in order to redeem the voucher.
4. Charges
4.1 The charges for the Consultancy Appointment will be clearly displayed during the checkout process (the Charges). This clause 4 applies only to Consultancy Appointments; no Charges are payable for Discovery Calls, which are free.
4.2 We charge you for the Charges at the point that you book the Consultancy Appointment with us using the Website.
4.3 If we're unable to collect any payment you owe us, we may:
a) suspend provision of the Services and/or the Subscription Services; and
b) charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
5. Cancellation of Consultations
5.1 Should you need to amend or cancel your booking, please provide as much notice as possible and contact us at info@porterdale.co.uk
5.2 You may cancel a free Discovery Call at any time before it takes place by notifying us. No cancellation charges apply in respect of this, however, we ask that you give us as much notice as possible if you need to cancel or reschedule a Discovery Call. Repeated last minute cancellations or no shows may result in Porterdale refusing to provide further Services to you at our sole discretion.
5.3 Once a Consultancy Appointment has been confirmed, the following cancellation policy applies to that consultation:
5.4 The above stated policy shall also apply to any requests from you to re-schedule a Consultancy Appointment. However, we may in our sole discretion waive cancellation fees in the event of extenuating circumstances, or where mutually agreed alternative arrangements are made for rescheduling the Consultancy Appointment within a reasonable period.
5.5 The notice periods referenced in this clause 5 shall be calculated in calendar days and hours from the scheduled start time from the booked Consultancy Appointment.
5.6 If you fail to attend a scheduled Consultancy Appointment without providing prior notice (“no show”), the full Charges will be payable and no refund will be issued. For the purposes of this policy, a “no show” is defined as failing to attend your Consultancy Appointment within 15 minutes of the scheduled start time without notifying us in advance. Repeated no shows may result in Porterdale refusing to provide further Services or access to Subscription Services at our sole discretion.
5.7 If you receive a refund for a cancelled Consultancy Appointment and do not reschedule and attend a new consultation, you will lose eligibility for the Subscription Services. Access to the Subscription Services will only be provided if you attend a confirmed Consultancy Appointment. If you have already been granted access to the Subscription Services and subsequently receive a refund without attending a rescheduled consultation, Porterdale reserves the right to suspend or terminate your access to the Subscription Services with immediate effect.
6. Delay
6.1 If our supply of the Services is delayed by an event outside our control, we contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won't compensate you for the delay, but if the delay is likely to be substantial you can contact us to end the contract and receive a refund for any Services you have paid for in advance, but not received.
7. Information required from you
7.1 We are reliant on you providing us with the necessary information in order for us to provide the Services to you. We accept no responsibility and disclaim all liability in the event that you do not give us the information we've asked for or the information you do provide us is incorrect, incomplete or misleading.
8. Termination
8.1 We may suspend or terminate the Services and/or these terms immediately on written notice if you materially breach these terms (including non-payment), if you fail to provide information we reasonably require, or if you behave abusively towards our staff.
8.2 You may end the contract for a Consultation in accordance with the cancellation policy in clause 5.
8.3 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination.
8.4 Any provision of these Consultancy Terms and Conditions that is expressly stated, or by its nature is intended, to continue in force on or after termination will remain in full force and effect. This includes (without limitation) the provisions relating to liability, intellectual property, confidentiality, data protection and governing law.
9. Our responsibility for loss or damage suffered by you
9.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, our total liability to you for all loss or damage arising under or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to:
a) in respect of a Consultancy Appointment, the total Charges paid by you for that Consultancy Appointment; and
b) in respect of a free Discovery Call, £100.
9.3 Subject to clause 9.1, we are not liable to you for any loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or any indirect, special or consequential loss or damage, in each case whether or not foreseeable.
9.4 Insofar as is permitted by law, Porterdale accepts no liability to any person due to:
a) the results of, or any information or guidance provided as part of, our Services. Anything we provide during a Consultation is given for general information only and is not intended to amount to advice on which you should rely. You should obtain independent professional or specialist advice before taking, or refraining from, any action on the basis of anything provided during a Consultation;
b) any event outside our control, such as war or threat of war, acts of terrorism, pandemic, epidemic, flood, drought, or other natural disaster, collapse of buildings, fire, explosion or accident, or interruption or failure of utility or telecommunications services; and
c) incorrect, incomplete or misleading information provided to us as part of the provision of the Services.
10. Complaints
10.1 If you think there is something wrong with the service you have received, you must contact us at info@porterdale.co.uk We will do our best to resolve any problems you have with us or our services.
11. Intellectual property rights
11.1 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 you to us) shall be owned by us. For the avoidance of doubt, this means that we own all the intellectual property rights in any reports or materials that we generate or create for you (the Deliverables).
11.2 We grant you, or shall procure the direct grant to you, of a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to use the Deliverables (excluding materials provided by you) strictly for the purpose of receiving and using the Services and the Deliverables (for non-commercial purposes).
11.3 The rights granted to you in respect of the Deliverables in clause 11.2 are personal to you. You are not permitted to sub-license, assign or otherwise transfer the rights granted to you. This means you are not allowed to share the Deliverables with any other person.
11.4 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us strictly for the purpose of providing the Services to you.
12. Conflicts of interest
12.1 We may provide services to other clients, including businesses that compete with you. We are not required to disclose to you, or to account to you for, any such engagement, provided that we continue to comply with our confidentiality obligations under these Consultancy Terms and Conditions.
13. Data protection
13.1 Our contract is always with a business. However, as set out in clause 1.2, references in these Consultancy Terms and Conditions to "you" includes the individual who agrees to these terms and who books the Consultation on the business's behalf. In respect of this individual, we will only process your personal data in accordance with Porterdale's Privacy Policy, and only to the extent necessary to administer the Consultation, communicate with you and manage and perform our contract with the business.
13.2 Other than as described in clause 13.1, we do not process personal data in connection with our contract with the business. If providing the Services would require us to process personal data on the business's behalf (for example, acting as its processor), we will first enter into a separate data processing agreement with the business, as required by data protection law.
14. Confidentiality
14.1 Each party shall keep confidential all non-public information disclosed to it by the other party in connection with the Services, including (in our case) our methodologies, templates, know-how and pricing, and (in your case) your business, financial and management information. Each party shall use such information only for the purpose of performing or receiving the Services and shall not disclose it to any third party without the other party’s prior written consent. This obligation does not apply to information which:
a) is or becomes publicly available other than through a breach of these Consultancy Terms and Conditions;
b) was lawfully in the receiving party’s possession before disclosure;
c) is independently developed without reference to the disclosed information; or
d) is required to be disclosed by law, a court or a regulatory authority.
15. Notices
15.1 Any notice given under these Consultancy Terms and Conditions must be given by email only. Notices to us must be sent to info@porterdale.co.uk Notices to you will be sent to the email address you provided at the time of booking your Consultation; it is your responsibility to keep that address current. A notice is deemed received at the time of transmission, or, if sent outside the recipient’s normal business hours, when business next resumes.
16. Entire agreement
16.1 These Consultancy Terms and Conditions constitute the entire agreement between you and us in relation to the Services, and supersede all prior discussions, correspondence, representations, understandings or arrangements between us. You acknowledge that you have not relied on any statement or representation that is not expressly set out in these Consultancy Terms and Conditions. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
17. General
17.1 Nothing in these Consultancy Terms and Conditions creates a partnership, joint venture, employment or agency relationship between you and us. Neither party has authority to bind, or to incur obligations on behalf of, the other.
17.2 We reserve the right to hold void, cancel, suspend, or amend any provision of the Services to you where it becomes necessary to do so or where you are in breach of these Consultancy Terms and Conditions.
17.3 We can transfer our contract with you, so that a different organisation is responsible for providing the Services. We will tell you in writing if this happens.
17.4 You cannot transfer your rights under these Consultancy Terms and Conditions with us to anyone else.
17.5 No person, other than the named purchaser of Services, has any rights under or to enforce these Consultancy Terms and Conditions.
17.6 If a court invalidates some of these Consultancy Terms and Conditions, the rest of the terms will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
17.7 Even if we delay in enforcing our rights under these Consultancy Terms and Conditions, we can still enforce our rights later.
17.8 These Consultancy Terms and Conditions, and any dispute or claim arising out of or in connection with them, are governed by the laws of England and Wales, and you and we each agree that the courts of England and Wales have exclusive jurisdiction.