Standard Contract Terms

Last Updated: 20 August 2026

For Services Contracted directly with Steamer Duck Consulting

  1. INTRODUCTION
    1. Steamer Duck Consulting is a trading name of Andrew LeHegarat, a sole trader commonly at Suite 10, Fleet House, Springhead Enterprise Park, Springhead Road, Northfleet, Kent, DA11 8HJ.
    2. These general terms and conditions (“General Terms”) are accepted on entering a contract, order form, or other such schedule of work, in signature whether in person or through an approved virtual application, by entering into an agreement referencing these General Terms, or by using the services, and apply between Steamer Duck Consulting (“Steamer Duck Consulting”) and the customer (“Customer”).
    3. This is a business-to-business service only. There is no intention to create a contract with any consumer. If you are a consumer and wish to use the services mentioned in these terms, then first contact Steamer Duck Consulting on contact@steamerduckconsulting.co.uk
    4. The General Terms apply to the delivery of all products, deliverables and services from Steamer Duck Consulting to Customer (“Services”). A Service may be subject to additional specific terms and conditions (“Service Terms”). The General Terms and the Service Terms form an integrated part of the Agreement (as defined below). The provisions of the Service Terms prevail in the event of conflict with the provisions of the General Terms.
    5. “Agreement” means any signed agreement for the provision or delivery of Services between Customer and Steamer Duck Consulting set out in the Agreement, regardless of the medium and method of entering into the Agreement and whether signed, confirmed by e-mail or otherwise legally formed.
    6. Unless explicitly subject to other terms and conditions, the General Terms and applicable Service Terms apply to Services provided by Steamer Duck Consulting prior to entering into the Agreement as well as additional services derived from or otherwise related to the Services.
    7. The Agreement is a two-party contract between Steamer Duck Consulting and Customer; any Services are deemed provided to Customer, under Customer’s responsibility and subject to the Agreement, regardless of the actual service recipient, known or unknown, if different from Customer. The relationship between Customer and any third party, incl. any service recipients, is of no consequence to Steamer Duck Consulting and does not release Customer from any obligations in the Agreement. Customer is expressly not authorized to bind Steamer Duck Consulting or act as its agent in relation to any third party.
  2. PROFESSIONAL SERVICES (THE SERVICES)
    1. Unless expressly set out in the Agreement, all services including but not limited to, support services, maintenance, training and events (“Professional Services”), are provided as professional performance services meaning that Steamer Duck Consulting provides a work effort but does not warrant a specific functionality or result.
    2. Time of delivery for Professional Services will occur continuously as Steamer Duck Consulting performs the Services.
    3. The Services are specified in the Agreement which contains the exhaustive specification of the Services and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.
    4. The Services will be provided in accordance with recognised and generally accepted good practice within Steamer Duck Consulting’s industry.
    5. Within the framework of the Agreement and the specifications therein, Steamer Duck Consulting decides on how to structure and provide the Services, including methods, design, and functionality.
  3. TIME SCHEDULE AND DELIVERY
    1. The Services are delivered in accordance with the delivery time set out in the Agreement.
    2. Unless otherwise agreed, delivery takes place for each part of the Services no later than the time when the Service is made available to Customer for commercial use. The risk of the Services passes to Customer at the time of delivery.
    3. The definition of ‘Day’ will be any weekday between Monday and Friday inclusive, not including any recognised public holiday observed in England. The duration of a ‘Day’ will be between 09:00 and 17:30.
    4. Where a fixed fee or actual number of days is set out in an Agreement, this is on the basis that the Customer will not cause undue delays, and will respond to requests for information within a reasonable timeframe.  Where undue delays are caused by a Customer, at the discretion of Steamer Duck Consulting additional costs may be incurred. The Customer will be notified of this at the point of a delay caused by that Customer.
    5. Once an Agreement is in place, there will be a lead time of one week to assign resource to the work. In the event that a piece of work be put on hold by the Customer for any reason, this will require one weeks’ notice, and will normally be subject to a two week lead time to reassign resource back to the work.
    6. If the Customer or Steamer Duck Consulting wishes to change their Agreement, a Change Procedure will be used to identify this request, the likely impact of the change, and the costs of the change. Under the Change Procedure, a change request will include the date of the request, the reason for the change, the full details of the change.  Steamer Duck Consulting will then confirm the likely impact of the change on any other aspects of the Agreement including, but not necessarily limited to, the costs for assessing, planning and delivering the change; timetable; any working arrangements or use of subcontractors; or identification and delivery of any potential new requirements; together forming a Change Note. A Change Note will be signed by both parties, and shall constitute an amendment to the Agreement in place at the time.
  4. CHANGES
    1. Steamer Duck Consulting may update these General Terms and any Service Terms from time to time. The current version of the General Terms and the Service Terms in force from time to time are available on Steamer Duck Consulting’s website. Steamer Duck Consulting will endeavour to provide reasonable notice of any changes by posting such changes on the web site. It is Customer’s responsibility to check the website regularly to keep updated on any changes to the General Terms and Service Terms
    2. If Customer cannot accept any changes by Steamer Duck Consulting, Customer may terminate the Agreement for convenience by giving written notice hereof to Steamer Duck Consulting at any time prior to the effective date of the changes. In such case the Agreement will be terminated for convenience per the effective date of the changes. Further use of a Service after the effective date of the changes shall be deemed to be acceptance of the changes.
  5. USE OF SUB-SUPPLIERS
    1. Steamer Duck Consulting may use and replace sub-suppliers in the performance of the Services.
    2. Steamer Duck Consulting is directly responsible for the Services performed by a sub-supplier as if the Services were provided by Steamer Duck Consulting itself.
  6. THIRD PARTY SERVICES
    1. The Services may include services from a third party, typically in the form of standardised services or products such as operating environments, hosting, online services, platforms, software, hardware, data, documentation, or other such services (“Third Party Services”).
    2. Notwithstanding anything to the contrary, Steamer Duck Consulting assumes no liability of any kind for any Third Party Services, including concerning availability, functionality, updates, modifications or defects; Third Party Services are delivered strictly “as is”.
    3. For the avoidance of doubt, the third party providing the Third Party Services is not considered a sub-supplier.
    4. Steamer Duck Consulting may at any time replace suppliers of Third Party Services.
    5. This clause 6 applies to any third party service, whether integrated in the Services or made available to Customer as a standalone Service, etc.
  7. PRICES AND PAYMENT
    1. The Services will be delivered against payment as set out in the Agreement.
    2. The terms of payment are 20 working days from the date of the invoice unless otherwise specified in the Agreement. Invoices will be raised on a monthly basis for work carried out in that month.
    3. All prices are inclusive of VAT and other taxes/duties.
    4. Prices will only be stated in GBP, as stated in the invoice.
    5. Interest on overdue payments accrue in accordance with applicable law.
    6. Steamer Duck Consulting may adjust charges with three months prior written notice. If Customer cannot accept the price adjustment, Customer may terminate the Agreement for convenience in accordance with clause 4.2.
    7. Changes due to external circumstances, including in relation to currency rates, utilities, charges for insurance and carriage, change in prices for Third Party Services etc. permits Steamer Duck Consulting to further adjust its charges by the net impact of the changes without prior notice. If Customer cannot accept the price adjustment, Customer may terminate the Agreement for convenience in accordance with clause 4.2.
    8. Set-off against any payments invoiced by Steamer Duck Consulting is not permitted.
  8. LOCATION, TRAVEL, & EXPENSES
    1. Steamer Duck Consulting operates on a Remote-First basis.
    2. Where Steamer Duck Consulting, or representatives thereof, are required to attend a Customers location in person, the Customer agrees to cover all reasonable expenses incurred.
    3. The Customer will give Steamer Duck Consulting adequate prior notice of any requirements for attendance at a location that is not the main working location of Steamer Duck Consulting.
    4. Meals and other incidentals will not be expensed to the Customer, unless with prior agreement.
    5. Any expenses incurred will be included in the Customers next invoice following the in-person attendance at Customers requested location.
    6. Any expenses to be claimed by Steamer Duck Consulting will follow the following principles:
    ExpenseRate 
    Car travel£0.45  per mileJourney start and end location will be Longfield, Kent; unless travelling to multiple addresses in one journey, where each address will act as intermediate waypoints
    Car TravelLondon Congestion ChargeWill be expensed at the prevailing rate as set by Transport for London
    Rail TravelStandard ReturnFor journeys outside of London and Transport for London area. Journey start and end station will be Longfield.
    Rail TravelOne day TravelcardFor journeys within Greater London. Journey start and end station will be Longfield
    Air TravelEconomy ReturnFor journeys outside of Great Britain (England, Wales, or Mainland Scotland), or when cost is lower than long-distance rail or road travel
    TaxiAs set by providerAs required for ‘last-mile’ journeys from transport hub (Rail station, Airport, or similar) to Customers agreed location
    Overnight Accommodation3* Hotel or similar including breakfastNecessity to be agreed with Customer before booking.
    1. LIMITATION OF LIABILITY
      1. A Party is not liable for any indirect, or consequential damages, including Customer’s lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption, diminished business value or loss of data. However, cover purchases, Steamer Duck Consulting’s lost profits or revenues under the Agreement, increased resource spend by Steamer Duck Consulting or payment for surplus resources which cannot be reallocated, are deemed a direct loss.
      2. Each Party’s aggregate liability in respect of all matters arising out of or in connection with the Agreement during any 12 months period, whether based on contract, indemnity, statute, equity, art. 82 of the General Data Protection Regulation or otherwise, is limited to an amount corresponding to 100 % of the payments received by Steamer Duck Consulting under the Agreement for the same period.
      3. The Parties are each responsible and liable for claims from data subjects in accordance with Article 82 of the General Data Protection Regulation and as stated under the UK Data Protection Act 2018. The limitations of liability in these General Terms and in the Agreement apply to claims between Customer and Steamer Duck Consulting as a result of claims from data subjects. Customers’ claims against Steamer Duck Consulting cannot exceed the amount in the limitation of liability, and Customer must indemnify Steamer Duck Consulting for any claims from data subjects against Steamer Duck Consulting exceeding such amount.
      4. The limitations of liability do not limit a Party’s liability in relation to:
        1. payment of any due invoices;
        2. losses that may not be excluded or limited according to applicable law which cannot be waived;
        3. product liability in relation to death or bodily harm;
        4. breach of confidentiality undertakings set out in the Agreement; and
        5. gross negligence, wilful misconduct or fraud.
    2. INTELLECTUAL PROPERTY RIGHTS
      1. Any information provided by Steamer Duck Consulting, other than Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Steamer Duck Consulting unless stated otherwise by Steamer Duck Consulting.
      2. No intellectual property rights are assigned to Customer unless otherwise explicitly agreed. Intellectual property rights will be transferred to the Customer on final payment of all invoices relating to the work set out in the Agreement.
      3. Customer must notify Steamer Duck Consulting of any actual or suspected infringement of Steamer Duck Consulting’s intellectual property rights and any unauthorized use of the Services that the Customer is aware of.
      4. Customer holds all rights to Customer’s own data, including intellectual property rights.
      5. Customer grants Steamer Duck Consulting a non-exclusive, worldwide, royalty-free licence to use, reproduce and modify any Customer intellectual property rights to the extent necessary for Steamer Duck Consulting to perform the Services.
    3. THIRD PARTY INDEMNIFICATION
      1. Subject to the limitation of liability Steamer Duck Consulting must indemnify and hold harmless Customer for any claims submitted and finally awarded to, a third party that the Service infringes the third party’s intellectual property rights.
      2. Indemnification is conditional upon the Affected Party:
      3. promptly notifying the Defending Party of the claim, giving the Defending Party the option of taking over the defence hereof;
      4. giving the Defending Party any reasonably requested information and cooperation and sole authority to defend and settle the claim; and
      5. not making any statement which may prejudicially affect the chances of settlement or defence of the claim.
      6. If a final judgment is entered in favour of a third party where infringement is established, Steamer Duck Consulting is, at its own discretion, entitled to obtain a valid license to the infringed intellectual property rights or bring an end to the infringement by modifying or replacing the Service with a solution that in all material respects has the same functionality as the Service.
      7. Alternatively, Steamer Duck Consulting is entitled to terminate the Agreement with immediate effect against repayment of the license fee for the terminated part of the Service received within 12 months from the notification of the infringement to Steamer Duck Consulting, without the obligation to indemnify further loss or costs.
      8. Steamer Duck Consulting’s obligations do not apply to the extent where a claim or a final judgment is based on:
        • Customer’s non-compliance with the Agreement, the General Terms, the Service Terms or any other applicable terms including license terms;
        • Customer’s integration of the Service with a product, data or business processes not provided by Steamer Duck Consulting, including third party add-ons or programs;
        • use of the Service for other purposes than the intended purpose and/or contrary to the instructions regarding proper use.
      9. This clause is Customer’s only remedy for breach in the event of infringement of a third party’s intellectual property rights.
      10. Customer will indemnify and defend Steamer Duck Consulting from and against all third party claims arising from or in connection with Customer’s use of the Services or Customer’s data, or any use thereof, without regard to any limitations of liability.
    4. TERMINATION
      1. Termination for Convenience
        1. The Agreement may be terminated for convenience by Customer with one-month written notice.
        2. The Agreement may be terminated for convenience by Steamer Duck Consulting by giving one-month written notice.
      2. Termination for cause
        1. Each Party may terminate the Agreement immediately for cause:
          1. if the other Party commits a material breach of the Agreement, and the material breach has not been remedied within 30 days of receipt of a written notice from the non-breaching Party to do so;
          2. if the other Party is responsible for a material breach of the Agreement which is not capable of remedy; or
          3. in the event of bankruptcy of the other Party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Corporate Insolvency and Governance Act 2020 or similar applicable law.
        2. Customer’s failure to pay any outstanding amount (except for outstanding amounts disputed in good faith) is deemed a material breach.
      3. Effects of termination
        1. Termination for any reason has effect for the future only (ex nunc).
        2. Termination for any reason does not result in the repayment of any payments made.
          1. FORCE MAJEURE
            1. No Party is in breach of any obligation to the extent and for the duration prevented from performing the obligation due to a force majeure event.
            2. Force majeure events include acts of God, war, mobilization, breakdown of telecommunication/Customer’s infrastructure that are not provided by Steamer Duck Consulting, external security events (e.g. hacker attacks, attack by computer viruses or other third-Party destructive behaviour) and similar conditions (if the event is not the result of Steamer Duck Consulting’s breach, including non-compliance with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disaster, strikes, lock-out, fire, damages to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the Party concerned.
          2. DATA AND SECURITY
            1. Customer is responsible for ensuring proper backup of Customer’s data.
            2. Customer is responsible for the accuracy and integrity of any data processed by Steamer Duck Consulting when utilising the Services; and Customer’s transfer, migration and/or conversion of Customer’s data to or from the Services.
          3. CUSTOMER’S PERSONAL DATA
            1. If Steamer Duck Consulting undertakes to process personal data on behalf of Customer (as a data processor), the Parties must enter into a separate data processor agreement based on Steamer Duck Consulting’s standard. The provisions of the data processor agreement prevail in the event of conflict with the provisions of the Agreement, the General Terms, or the Service Terms.
            2. Customer is responsible for and warrants, that any personal data processed by Steamer Duck Consulting upon instruction from Customer, can be done lawfully, is necessary, objective and that proper consent from the registered person has been obtained when required.
            3. Steamer Duck Consulting may anonymise and use for its own purposes any data received, generated, or processed as part of the Services. Steamer Duck Consulting holds any and all rights to the anonymised data, including intellectual property rights.
          4. CONFIDENTIALITY
            1. Each Party must observe complete confidentiality regarding any information and documentation etc. about the other Party in every respect as obtained in relation to the Agreement and the Services. This clause applies regardless of termination of the Agreement for any reason.
            2. Each Party may disclose confidential information to its representatives, including legal advisors, consultants etc. if the disclosure is necessary for legal advisors, consultants etc. to perform their roles or professional functionality in relation to the Agreement or the Services. A Party may further disclose confidential information to the extent that it is required to do so by mandatory law or regulation, or by an enforceable order of a court or public authority acting within the scope of its powers.
            3. The confidentiality obligations do not cover:
              1. information known or which becomes known to the receiving Party without obligation of confidentiality;
              2. information which is independently developed by the receiving Party;
              3. information which is known to the general public.
            4. Personal information subject to privacy laws is not per se confidential information.
            5. Where Customer provides information, usernames or passwords in relation to any third party systems, information feed or service to Steamer Duck Consulting, Customer shall warrant that the provision of such information or the storage and use by Steamer Duck Consulting of such information shall not breach the terms and conditions for such service or any other third party rights. Customer shall indemnify and hold harmless Steamer Duck Consulting from any and all loss, damage, cost and expense arising from breach of this clause.
          1. ASSIGNMENT
            1. The Parties may only assign rights and obligations pursuant to the Agreement to a third party with the other Party’s prior written approval which must not be unreasonably withheld or delayed.
            2. Notwithstanding anything to the contrary, Steamer Duck Consulting may at its sole discretion, assign, novate or transfer the Agreement, in whole or in part, to (a) an affiliate of Steamer Duck Consulting or (b) to any third party if done so as part of a divestment in whole or in part of one or more of its business units etc.
          2. VALIDITY AND SEVERABILITY
            1. If a provision in the Agreement is considered illegal, invalid or unenforceable, such provision will be enforced to the maximum extent possible under applicable law, and such provision will not affect the legality or the validity of any other provisions.
          3. GOVERNING LAW AND DISPUTES
            1. The Agreement is governed by and construed in accordance with English law, except for (a) any rules leading to the application of other legislation than English and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
            2. Any dispute and claim arising from or in relation to the Agreement must be settled by a competent court at Steamer Duck Consulting’s venue.
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