These Terms and Conditions apply to all services provided by Luna Sales Consultancy Limited (company number 14755720). They should be read alongside the engagement letter or services agreement issued for the specific engagement.
1. Definitions
1.1"Luna" means Luna Sales Consultancy Limited, a company registered in England and Wales, company number 14755720.
1.2"Client" means the company or other business receiving the Services.
1.3"Services" means the sales consultancy services provided by Luna, as described in the Engagement Document.
1.4"Engagement Document" means the engagement letter, services agreement or proposal issued by Luna and accepted by the Client for the particular engagement.
1.5"Agreement" means the Engagement Document together with these Terms and Conditions.
2. Scope of Services
2.1Luna provides sales consultancy services, which may include diagnostic engagements, fractional sales leadership delivered on a retainer basis, and sales advisory support.
2.2The scope, duration and fees for each engagement are set out in the Engagement Document.
2.3Services are tailored to the Client following initial discussion and assessment. Any change to scope requires written agreement between the parties.
3. Precedence
3.1In the event of any conflict between the Engagement Document and these Terms and Conditions, the Engagement Document takes precedence.
3.2These Terms and Conditions apply to the extent not varied by the Engagement Document.
4. Fees, VAT and Payment
4.1Fees are as set out in the Engagement Document.
4.2All fees are exclusive of VAT. Where Luna is or becomes registered for VAT, VAT will be charged in addition at the prevailing rate from the date of registration, and the Client will pay it.
4.3Invoices are payable within fourteen days of the date of invoice unless the Engagement Document provides otherwise.
4.4Late payment attracts interest at 8% above the Bank of England base rate on the overdue amount, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.5Where fees are wholly or partly contingent on performance or outcomes, the Client will provide Luna with the data necessary to calculate the sums due, within the timescales set out in the Engagement Document.
4.6Certain services may require payment in advance, as specified in the Engagement Document. Where an engagement is subject to payment in advance, no services commence before that payment is received in full.
4.7Fees invoiced in respect of services already provided are not refundable.
5. Expenses
5.1Reasonable travel, accommodation and other out-of-pocket expenses incurred in delivering the Services are charged in addition to the fees and invoiced at cost with receipts.
5.2Mileage is charged at the prevailing HMRC approved rate.
5.3Any single expense exceeding £50 will be agreed with the Client in advance.
6. Client Responsibilities
6.1The Client will provide accurate and complete information reasonably required for the Services, and will participate in scheduled sessions.
6.2Luna is entitled to rely on the accuracy of information and data provided by the Client and is not responsible for any consequence of that information being inaccurate or incomplete.
6.3The Client is responsible for implementing any strategy or recommendation provided by Luna, and for all decisions taken in reliance on it.
6.4The Client will respond promptly to requests for feedback, approvals or materials required for the Services to progress.
7. Status of the Parties
7.1Luna is an independent contractor engaged on a business-to-business basis. Nothing in the Agreement creates a relationship of employer and employee, worker and employer, partnership, joint venture or agency between the parties.
7.2Luna is responsible for all tax, National Insurance and other statutory deductions in respect of its personnel.
7.3Luna determines how, when and where the Services are performed. The Client has no right to direct or supervise the manner in which the Services are performed.
7.4Luna is not obliged to accept any assignment or task outside the Services, and the Client is not obliged to offer work outside the Services.
7.5Luna's personnel are not entitled to holiday pay, sick pay, pension contributions or any other employee benefit from the Client.
7.6Luna's personnel hold no office within the Client and have no authority to bind the Client.
7.7Luna provides assessment, recommendation and advisory input only. All decisions relating to the Client's personnel are made by the Client as employer.
7.8Luna provides its own equipment. Where the Client grants access to its systems, that access is limited to what is necessary for delivering the Services.
7.9Luna is not required to work exclusively for the Client and is free to provide services to other clients at any time.
7.10Where the Services are not delivered to the standard required, Luna will correct the deficiency at its own cost and in its own time.
7.11The Client will not deduct any sum from the fees in respect of income tax or National Insurance without Luna's prior written agreement.
8. Personnel and Substitution
8.1The Services are provided by Luna as a company. Luna is not obliged to provide the Services through any particular individual.
8.2Luna may at its discretion provide or supplement the Services through any suitably qualified and experienced personnel, whether employed or subcontracted by Luna.
8.3Luna remains responsible for the acts and omissions of any personnel it provides, and is solely responsible for their engagement, remuneration and costs.
8.4Luna will procure that its personnel are bound by confidentiality obligations no less onerous than those in the Agreement.
8.5The Client may object to particular personnel only on reasonable grounds relating to qualification, experience or regulatory suitability.
9. Confidentiality
9.1Each party will keep confidential all information of a confidential nature disclosed by the other during the engagement, and will not use it other than for the purposes of the Agreement.
9.2Neither party will disclose confidential information to any third party without prior written consent, except where required by law or by a regulator.
9.3This obligation continues for two years following the end of the engagement.
9.4Nothing in this clause prevents Luna from using the general skills, knowledge and experience gained during an engagement in the course of its business.
10. Intellectual Property
10.1Luna retains ownership of all intellectual property, including methodologies, frameworks, templates, scorecards, assessment criteria, processes, systems and reporting formats.
10.2The Client is granted a non-exclusive, non-transferable, royalty-free licence to use materials created for its engagement for its own internal business purposes.
10.3The Client may not distribute, sublicense, sell, publish or share those materials with any third party without Luna's prior written consent.
10.4Where the Client provides Luna with its own materials or data, ownership of those remains with the Client.
11. Data Protection
11.1Where Luna processes personal data on the Client's behalf, the Client is the controller and Luna the processor.
11.2Luna will process such data only on the Client's documented instructions, in accordance with UK GDPR and the Data Protection Act 2018.
11.3Luna will not transfer personal data outside the United Kingdom without the Client's written consent.
11.4The parties will enter into a separate data processing agreement where required.
11.5Luna will not share Client data with any third party without prior consent, except where required by law.
12. Limitation of Liability
12.1Luna will perform the Services with reasonable skill and care.
12.2Luna does not guarantee any specific result or outcome. The Client acknowledges that sales performance depends on factors outside Luna's control.
12.3Luna's total liability under the Agreement is limited to the total fees paid by the Client under it.
12.4Neither party is liable for indirect, incidental, consequential or special loss, including loss of profit, revenue, goodwill or anticipated savings.
12.5Luna is not liable for any delay or disruption caused by factors outside its reasonable control.
12.6Nothing in the Agreement limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
13. Insurance
13.1Luna maintains professional indemnity and public liability insurance at commercially appropriate levels and will provide evidence of cover on request.
14. Term and Termination
14.1The term, minimum commitment and notice provisions for each engagement are set out in the Engagement Document.
14.2Where the Engagement Document is silent, either party may terminate on thirty days' written notice, such notice not to expire before the end of any minimum term.
14.3Either party may terminate with immediate effect on material breach not remedied within thirty days of written notice, or on the insolvency of the other party.
14.4Luna may terminate with immediate effect if the Client fails to pay any invoice within thirty days of its due date.
14.5On termination, all sums earned by Luna up to and including the termination date are payable in full. No clawback or set-off applies.
14.6Clauses 9, 10, 11, 12 and 15 survive termination.
15. Non-Solicitation
15.1During the engagement and for six months afterwards, the Client will not directly or indirectly solicit or engage any individual provided by Luna in delivering the Services without Luna's prior written consent.
15.2This clause does not prevent the Client from responding to a general recruitment advertisement not specifically targeted at Luna's personnel.
16. Anti-Bribery and Compliance
16.1Each party will comply with all applicable laws relating to anti-bribery, anti-corruption, modern slavery and financial crime.
16.2Luna will comply with the Client's reasonable regulatory requirements notified in writing, to the extent relevant to delivery of the Services.
17. Force Majeure
17.1Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disaster, industrial action, technical failure, epidemic or change in law.
17.2In such an event the parties will work in good faith towards a mutually acceptable resolution.
18. Notices
18.1Notices under the Agreement must be given in writing and sent by email to the address given in the Engagement Document, or by post to the registered office of the receiving party.
18.2Notice by email is deemed given on the next working day after sending.
19. General
19.1The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior communications, negotiations and understandings.
19.2The Agreement may only be varied in writing signed by or on behalf of both parties.
19.3Neither party may assign the Agreement without the written consent of the other.
19.4No failure or delay in exercising a right under the Agreement operates as a waiver of it.
19.5If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions continue in full force.
19.6A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
20. Governing Law and Disputes
20.1The Agreement is governed by and construed in accordance with the laws of England and Wales.
20.2Disputes will first be addressed through negotiation between the parties. If unresolved, they will be referred to mediation.
20.3The parties submit to the exclusive jurisdiction of the courts of England and Wales.