Terms of service.
GrowBright HR — Terms of Service
Last updated: 07 March 2026
These Terms of Service (“Terms”) set out the basis on which Sofie Howard trading as GrowBright HR (“GrowBright HR”, “we”, “us”, “our”) provides HR consultancy and related services to business clients (“Client”, “you/your”).
By engaging us (including by email acceptance, signed proposal, or purchase order), you agree to these Terms.
Legal entity: Sofie Howard (sole trader), trading as GrowBright HR
Email: hello@growbrighthr.co.uk
Territory: United Kingdom
1) Services
1.1 Scope. We provide HR advisory and consulting services, which may include policy drafting, ER case support, investigations, training, documentation, and recruitment support. The specific scope, deliverables, timing, and fees are set out in an accompanying Proposal, Statement of Work (“SOW”), or email confirmation (together, the “Order”).
1.2 Change control. If you request changes (scope, timing, deliverables), we’ll confirm any fee or timeline impact in writing before proceeding.
1.3 Assumptions & dependencies. You’ll provide timely information, documentation, and decision‑making. Delays, omissions, or inaccuracies may impact delivery dates and fees.
2) Your responsibilities
2.1 Accurate information. You are responsible for ensuring that all information supplied to us is complete and accurate and that you have the right to share it.
2.2 Decisions & implementation. We provide guidance and recommendations; you remain responsible for your decisions and for implementing any actions or policies in your organisation.
2.3 Lawful instructions. You will not request that we take any action that would infringe applicable law or third‑party rights.
3) Fees and payment
3.1 Fees. Fees may be time & materials (hourly/day rate), fixed‑price, or retainer, as set out in the Order. Unless stated otherwise, expenses (e.g., travel agreed in advance) are billed at cost.
3.2 Invoicing. We typically invoice Monthly. Fixed‑price projects may include staged invoices (e.g., 50% on commencement, 50% on delivery).
3.3 Payment terms. Invoices are due 30 days from invoice date, by bank transfer. We may charge statutory late payment interest and recovery costs where permitted by law.
3.4 Withholding. All fees are exclusive of VAT unless stated. If VAT becomes applicable, it will be added at the prevailing rate.
4) Cancellations, rescheduling, and delays
4.1 Client reschedule/cancel. If you cancel or reschedule a booked session/onsite within 2 business days, we may charge 25% of the fee to cover reserved time.
4.2 Project pauses. If a project is paused by you for more than 30 days, we may invoice for work completed to date and re‑plan availability on restart.
4.3 Our reschedule. If we need to reschedule due to illness or unforeseen events, we’ll notify you promptly and agree a new date. We’re not liable for any indirect losses arising from rescheduling.
5) Term and termination
5.1 Term. These Terms start on acceptance of the Order and continue until services are completed, unless ended earlier under this section.
5.2 Termination for convenience. Either party may terminate an ongoing engagement on 30 days’ written notice. You must pay for all work performed up to the termination date (including committed non‑cancellable costs).
5.3 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and (where remediable) fails to remedy within 14 days of notice.
5.4 Effect of termination. Upon termination, we will provide you with completed deliverables you have paid for. Rights and obligations that by their nature should survive (e.g., payment, confidentiality, IP licence limits, limitations of liability) will continue.
6) Intellectual Property
6.1 Our pre‑existing materials. We retain ownership of all methodologies, templates, know‑how, and tools developed or owned by us before or independently of your engagement (“Background IP”).
6.2 Deliverables. Upon full payment, we grant you a non‑exclusive, perpetual, non‑transferable licence to use deliverables created for you for your internal business purposes. You may not resell, sublicense, publish, or share them externally except as necessary to run your business or as otherwise agreed in writing.
6.3 Third‑party materials. Where deliverables include third‑party content (e.g., legal precedents, training assets, stock graphics), your use will be subject to the applicable third‑party licence terms.
7) Confidentiality
7.1 Definition. “Confidential Information” means non‑public information disclosed by either party that is marked or reasonably considered confidential (including employee relations matters, candidate data, commercial information, and pricing).
7.2 Obligations. Each party will keep the other’s Confidential Information secret, use it only for the engagement, and share it only with personnel and professional advisers who need to know and are bound by confidentiality obligations.
7.3 Exclusions. Confidential Information does not include information that is publicly available, independently developed without reference to the other party’s information, or received lawfully from a third party without duty of confidence.
7.4 Compelled disclosure. If required by law or regulator, a party may disclose Confidential Information after giving reasonable notice (where lawful) and limiting disclosure to what is required.
8) Data protection
8.1 Controller/processor roles. For our own business operations (marketing, administration, client management), we act as data controller. When we process personal data on your documented instructions to provide HR services, we act as your processor.
8.2 Compliance. Each party will comply with applicable UK data protection law. Where we act as your processor, a Data Processing Addendum (DPA) will apply and takes precedence over these Terms in case of conflict.
8.3 Security. We implement appropriate technical and organisational measures (e.g., access controls, MFA, secure cloud storage). On request, we can outline these measures.
8.4 Personal data you share. You will ensure you have a lawful basis and appropriate notices/consents to share personal data with us (including any special category data) and that sharing is limited to what is necessary.
8.5 International transfers. If we use third‑party processors that store data outside the UK, we will implement appropriate safeguards (e.g., standard contractual clauses with UK addendum).
See also our Privacy Policy and Cookie Policy, which form part of these Terms when services involve website use or communications.
9) Recruitment support (if applicable)
9.1 Candidate introduction. Where we introduce candidates, you must promptly inform us if you engage or refer them.
9.2 Introduction period and fees. If you hire a candidate we have introduced within 3 months of introduction, an introduction fee of £150 applies, unless otherwise agreed.
10) Health & safety and onsite conduct
When onsite, both parties will comply with applicable safety policies and take reasonable steps to ensure a safe working environment.
11) Warranties and disclaimers
11.1 Professional care. We will perform the services with reasonable skill and care in accordance with industry practice for HR consultancy.
11.2 No legal advice. Unless expressly agreed in writing, we are not a law firm and do not provide legal advice. You should seek independent legal counsel before making legal decisions or relying on any template as a substitute for legal advice.
11.3 No guarantee of outcome. HR outcomes depend on facts and your decisions; we do not guarantee any specific result (e.g., absence of claims, tribunal outcomes, or candidate acceptance).
12) Liability
12.1 Unlimited liabilities. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited.
12.2 Limitation. Subject to clause 12.1, we shall not be liable for any indirect, consequential or purely economic loss. Our liability shall be limited to losses which are a direct result of our breach of this agreement.
12.3 Exclusions. We are not liable for: (a) loss of profit, revenue, business, goodwill; (b) loss or corruption of data; (c) indirect or consequential losses; (d) losses arising from reliance on information you provided that was incomplete or inaccurate; (e) decisions you make or implement without following our recommendations or contrary to law or policy.
12.4 Time limit. Any claim must be brought within 12 months of the event giving rise to the claim.
13) Non‑solicitation (optional)
For the duration of an engagement and 6 months after, neither party will solicit for employment any staff or contractors of the other who were materially involved in the services, save for responses to general advertisements.
14) Third‑party services and platforms
We may use third‑party tools for delivery (e.g., video conferencing, file sharing, e‑signature, HRIS, payroll). Your use of those tools may be subject to their terms. We are not responsible for third‑party services we do not control.
15) Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., epidemics, strikes, outages, severe weather). The affected party will notify the other and resume performance as soon as reasonably practicable.
16) Communications and notices
Formal notices under these Terms must be sent by email to the addresses set out in the Order (or updated in writing) and are deemed received on the next business day.
17) Entire agreement; order of precedence
These Terms and the Order form the entire agreement and supersede prior discussions. If there is any conflict, the Order takes precedence, then any DPA, then these Terms.
18) Assignment and subcontracting
You may not assign or transfer the engagement without our written consent. We may subcontract elements of the services (e.g., specialist HR associates) but remain responsible for our obligations.
19) Severance
If any provision is found invalid or unenforceable, the remaining provisions remain in full force. The invalid part will be interpreted to best achieve its intended purpose.
20) Governing law and jurisdiction
These Terms and any dispute or claim (including non‑contractual disputes) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
21) Acceptance
By confirming the Order, paying an invoice, or instructing us to commence work, you accept these Terms.
Schedule A — Data Processing Addendum (DPA)
Use this when you’ll process personal data as a processor for a client (ER cases, investigations, recruitment on client’s behalf).
Subject matter & duration. Processing of personal data as necessary to deliver services under the Order, for the duration of the engagement.
Nature & purpose. HR advisory, employee relations support, investigations, recruitment screening, training.
Types of personal data. Employee and candidate identifiers, contact details, employment data; potentially special category data (e.g., health) where strictly necessary and lawful.
Categories of data subjects. Client employees, workers, contractors, candidates.
Controller instructions. We process only on your documented instructions, including regarding international transfers.
Confidentiality. Personnel are bound by confidentiality obligations.
Security. We implement appropriate technical and organisational measures (access controls, MFA, encrypted storage in supported services, secure disposal).
Sub‑processors. We may engage trusted sub‑processors (e.g., secure cloud, email, e‑signature). We remain responsible for them and will provide a list on request.
Data subject rights. We will assist you to respond to requests (access, rectification, erasure, etc.) where feasible.
Personal data breaches. We will notify you without undue delay after becoming aware of a personal data breach affecting your data, and cooperate with investigations and notifications.
Return or deletion. On termination or on request, we will delete or return personal data (unless law requires retention).
Audits. We will provide information reasonably necessary to demonstrate compliance and allow audits on reasonable notice, without disrupting operations more than necessary.