Effective Date: 1st June 2025

These Terms & Conditions (“Terms”) govern the provision of services by Bastian & Nelly Ltd trading as THE NEST (“THE NEST”) to the client (“Client”). By engaging THE NEST’s services, the Client agrees to be bound by these Terms.

1. Services

THE NEST will provide consultancy and related services as agreed in writing with the Client. The scope of work, timelines, and deliverables set out in the Sage quote/estimate.

2. Fees and Payment

Fees will be invoiced as per the Sage quote/estimate. All invoices are payable within 7 days unless otherwise stated. THE NEST reserves the right to charge interest on overdue sums at 2% per month.

3. Confidentiality

Each party agrees to keep all confidential information obtained from the other during the course of the engagement strictly confidential and not to use it for any purpose other than to perform its obligations under these Terms. This does not restrict disclosures required by law or by regulators.

4. Data Protection

Each party agrees to comply with applicable data protection laws, including safeguarding any personal data shared in the course of the engagement.

5. Intellectual Property

Unless otherwise agreed in writing:
- All intellectual property rights owned by either party prior to this agreement remain their property.
- Deliverables produced by THE NEST for the Client will become the Client’s property upon full payment of all fees due.
- THE NEST retains the right to use anonymised descriptions of work for marketing purposes.

6. Non-Solicitation

The Client agrees that it will not directly engage, solicit, or employ any consultant, subcontractor, or advisor introduced to the Client by THE NEST, either independently or through a competing business, during the engagement and for a period of 12 months after termination of the engagement, without THE NEST’s prior written consent.

In the event of a breach of this clause, the Client agrees to pay THE NEST a compensation fee equivalent to 20% of the total fees or salary paid to the individual over a 12-month period, or £5,000, whichever is greater. This fee reflects the investment made by THE NEST in building and maintaining its network of trusted consultants.

7. Limitation of Liability

THE NEST’s total liability under or in connection with the services provided shall not exceed the total fees paid by the Client under this agreement. THE NEST shall not be liable for any indirect or consequential losses.

 

8. Termination

Either party may terminate the engagement by giving 30 days’ written notice. Termination does not affect obligations regarding confidentiality, non-solicitation, or payment for services already performed.

9. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the English courts.

10. Entire Agreement

These Terms, together with any signed proposal or engagement letter, constitute the entire agreement between the parties and supersede any prior agreements.