These Professional Services Terms (“Terms”) apply when MCARE SOLUTIONS LTD, company number 07049570, of 12 McGrath Road, London, E15 4JP (“MCare”, “we”, “us”) supplies consultancy or professional services to a business customer (“Customer”). Services may include business plans, feasibility reports, financial analysis, bookkeeping and payroll support, cost-reduction work, quality-management systems, ISO readiness and internal audits, operational-process reviews, SWOT analysis, website or software development, business portals, administration, inbound-call handling, credit control, customer support and technical support.
1. Contract formation and scope
A contract is formed when the Customer accepts our quotation, proposal, statement of work or order form (“Statement of Work”), or instructs us to begin. The Statement of Work and these Terms form the agreement. If they conflict, the Statement of Work prevails for the specific service, deliverables, timetable, price and payment schedule.
Only work expressly described in the Statement of Work is included. Advertising and preliminary discussions are not binding promises. Estimates are based on the information and assumptions identified when provided.
2. Customer responsibilities
The Customer must provide complete and accurate information, decisions, approvals, access, suitable personnel and lawful instructions when reasonably required. The Customer remains responsible for its business decisions, statutory obligations, employment decisions, filings, payments, policies and use of the deliverables.
Dates depend on timely Customer cooperation. We may adjust the timetable and reasonable costs where information, access, approvals or dependencies are delayed or materially different from what was represented.
3. Fees, expenses and taxes
The Customer will pay the fees, deposit, milestones, expenses and applicable taxes stated in the Statement of Work. Unless it says otherwise, invoices are payable within 30 days in pounds sterling. A deposit or advance payment is non-refundable once allocated to booked capacity or work performed, except where we fail to supply the corresponding service.
We may charge statutory interest and recovery costs on overdue commercial debts and may pause work after reasonable notice. The Customer must raise a good-faith invoice dispute promptly and pay all undisputed sums.
4. Changes and additional work
Either party may propose a change. A change affecting scope, assumptions, timing or price is effective only when agreed in writing. If urgent instructions cause additional work before a formal change is signed, we may charge at the agreed rate or, if none, our then-current reasonable rate after notifying the Customer.
5. Delivery, review and acceptance
We will use reasonable care and skill and deliver in accordance with the Statement of Work. The Customer must review each deliverable promptly and notify us with reasonable detail of any material failure to meet agreed acceptance criteria. Unless the Statement of Work specifies another period, a deliverable is accepted when used in production or if no material issue is reported within 10 business days.
We will use reasonable efforts to correct a properly reported non-conformity. Requests that change the agreed requirements are additional work.
6. Financial, payroll and business advice
Unless the Statement of Work expressly says otherwise, our business plans, forecasts, feasibility work, financial analysis, bookkeeping and payroll assistance are administrative and advisory services based on information supplied by the Customer. They are not an audit, investment recommendation, regulated financial advice, legal advice or tax opinion.
The Customer must review and authorise filings, payroll, payments and material decisions and should obtain advice from appropriately qualified professionals where required. Forecasts and recommendations depend on assumptions and do not guarantee performance, funding, savings or profitability.
7. Quality management and ISO work
We may help design or review management systems and prepare for certification or audits. We do not act as the Customer’s certification body and do not guarantee certification, continued certification or a particular auditor outcome. The Customer remains responsible for implementing, operating and evidencing its management system.
8. Development services
The Statement of Work will identify technical requirements, supported environments, hosting, domains, integrations, testing and maintenance. The Customer is responsible for content, licences, accounts and approvals it supplies. Third-party platforms, themes, plugins, APIs, hosting and app stores are subject to their own terms, availability and charges.
Unless maintenance is included, responsibility for updates, security monitoring, backups and compatibility after acceptance rests with the Customer. We are not responsible for changes made by the Customer or another supplier.
9. Outsourcing, support and credit control
For outsourced administration, calls, customer support, technical support or credit control, the Customer must give approved scripts, escalation paths, authority limits and compliance instructions. We will not agree settlements, make regulated representations, commence proceedings, take payments or bind the Customer unless expressly authorised in writing.
The Customer remains responsible for its products, customer contracts, complaints outcomes, debt validity and sector-specific requirements. Calls may be recorded only where the Statement of Work permits it and the parties have implemented all required notices and lawful bases.
10. Intellectual property
Each party retains ownership of materials, software, methods, templates, know-how, trademarks and other intellectual property owned or developed independently of the engagement (“Background Materials”).
Once all applicable fees are paid, the Customer owns bespoke deliverables expressly identified in the Statement of Work as assigned deliverables. We grant the Customer a perpetual, non-exclusive licence to use any MCare Background Materials embedded in those deliverables as necessary to use them for their intended internal business purpose. Reusable methods, generic code, libraries, tools, templates and improvements remain ours. Third-party components remain subject to their licences.
11. Confidentiality and data protection
Each party will protect the other’s confidential information with reasonable care and use it only for the agreement. The obligation does not apply to information lawfully public, already known without restriction, independently developed or rightfully obtained from another source. Legally required disclosure is permitted, with notice where lawful.
Each party will comply with applicable data-protection law. Where we process personal data on the Customer’s behalf, the Customer is controller and we are processor. The parties will enter a suitable data-processing addendum where required. The Customer warrants that it may lawfully provide the data and instructions, including for payroll, credit control, calls, employee records and customer-support activities.
12. Subcontractors
We may use suitably qualified subcontractors and service providers while remaining responsible for our contractual obligations. We will apply appropriate confidentiality and data-protection terms.
13. Warranties and remedies
We warrant that the services will be performed with reasonable care and skill. The Customer’s primary remedy is correction or re-performance where reasonably possible; if we cannot remedy a material breach within a reasonable time, the Customer may terminate the affected work and receive a proportionate refund for the materially defective portion.
Except as expressly stated and to the maximum extent permitted by law, we do not guarantee a particular commercial, financial, certification, collection, search-ranking, availability or operational result.
14. Liability
Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
Subject to that paragraph, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill, data or business opportunity. Our total aggregate liability arising from a Statement of Work will not exceed the fees paid or payable under that Statement of Work in the 12 months preceding the event giving rise to the claim. The Customer should maintain suitable insurance, backups and business-continuity arrangements.
15. Termination and handover
Either party may terminate for a material breach not remedied within 30 days after written notice, or immediately for insolvency or an irremediable serious breach. Cancellation for convenience is permitted only as stated in the Statement of Work. On termination, the Customer must pay for work performed, committed costs and any agreed cancellation charge.
Subject to payment, we will provide completed deliverables and reasonable handover materials stated in the Statement of Work. Additional transition work is chargeable. Each party will return or delete confidential information and personal data as required by the agreement and law.
16. General
Neither party is liable for delay caused by events outside reasonable control. Neither may assign the agreement without the other’s consent, not to be unreasonably withheld, except we may assign it with a transfer of the relevant business. If a term is unenforceable, the remainder continues. Delay enforcing a right is not a waiver. The agreement creates no partnership, agency or employment relationship.
The agreement and non-contractual obligations are governed by the laws of England and Wales, and its courts have exclusive jurisdiction. Before proceedings, authorised representatives will try in good faith to resolve the dispute.
17. Contact
MCARE SOLUTIONS LTD, company number 07049570, 12 McGrath Road, London, E15 4JP, United Kingdom. Email: salman.mir@mcaresolutions.co.uk. Telephone: 0751 5508 466.
