• Silverline Terms & Conditions

    Terms & Conditions of Service
    Silverline Consultants Ltd (“Silverline”, “we”, “our”, “us”)

    1. Definitions

    • “Client” means the company or individual engaging Silverline’s services.

    • “Services” means outsourcing, managed solutions, consultancy, or any related work agreed in writing.

    • “Agreement” means the contract between Silverline and the Client comprising these Terms & Conditions and any Statement of Work (“SOW”), proposal, or order confirmation.

    • “Confidential Information” means any information disclosed between parties that is not publicly available.

    • “Deliverables” means any reports, data, or outputs created by Silverline in providing the Services.

    2. Engagement

    2.1 These Terms govern all Services provided by Silverline to the Client.
    2.2 Acceptance of a proposal, quotation, or commencement of Services constitutes agreement to these Terms.
    2.3 Each SOW shall form part of this Agreement and prevail over these Terms where expressly stated.

    3. Scope of Services & Change Control

    3.1 Silverline will deliver the Services as described in the agreed SOW.
    3.2 Any variation or additional work must be agreed through a Change Control process: no change is valid unless confirmed in writing.
    3.3 Additional work outside the scope of the SOW may be billed at £[X] per hour/day, unless otherwise agreed.
    3.4 Silverline may use subcontractors, provided Silverline remains responsible for performance.

    4. Fees & Payment

    4.1 Fees shall be as set out in the SOW.
    4.2 Unless otherwise agreed, invoices are payable within 14 days of invoice date.
    4.3 Late payments may incur interest at 4% above the Bank of England base rate plus reasonable debt recovery costs.
    4.4 Persistent late payment (two or more instances) gives Silverline the right to suspend or terminate Services.
    4.5 All fees are payable in GBP (£ sterling) unless otherwise agreed in writing.

    5. Client Obligations

    5.1 Provide Silverline with timely access to information, systems, personnel, and cooperation reasonably required.
    5.2 Comply with all applicable laws and regulations.
    5.3 Remain responsible for decisions made based on Silverline’s Services.
    5.4 Client is responsible for the accuracy, legality, and integrity of all data, systems, and instructions provided to Silverline.
    5.5 The Client is solely responsible for ensuring that all customer or prospect data provided to Silverline has been collected and shared in full compliance with applicable data protection and marketing laws, including but not limited to the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations (PECR). The Client warrants that it has obtained all necessary consents, permissions, or other lawful bases required for Silverline to contact such individuals for the purposes of delivering the Services.
    5.6 The Client shall indemnify and hold harmless Silverline against any claims, losses, fines, or liabilities arising from the Client’s failure to obtain or maintain such consents or lawful bases.

    6. Confidentiality

    6.1 Both parties agree to keep confidential all information disclosed during the Agreement.
    6.2 Obligations of confidentiality survive termination.

    7. Data Protection

    7.1 Both parties shall comply with UK GDPR and the Data Protection Act 2018.
    7.2 Where Silverline processes personal data for the Client, Silverline acts as processor and the Client as controller, unless otherwise agreed.
    7.3 Silverline shall implement appropriate technical and organisational measures to protect personal data.
    7.4 Client warrants it has a lawful basis for providing any personal data to Silverline.
    7.5 Cross-border data transfers will be subject to adequate safeguards.
    7.6 Each party indemnifies the other against claims, losses, or fines arising from its own breach of data protection law.

    8. Intellectual Property

    8.1 All pre-existing IP of either party remains their property.
    8.2 All processes, methodologies, and tools developed by Silverline remain Silverline’s property.
    8.3 Deliverables may be used by the Client only for its internal business purposes and may not be resold or reused commercially without Silverline’s consent.

    9. Warranties & Liability

    9.1 Silverline warrants Services will be provided with reasonable skill and care.
    9.2 Except as expressly provided, no other warranties apply.
    9.3 Silverline’s total liability under this Agreement is limited to the fees paid by the Client in the 12 months prior to the claim.
    9.4 Silverline shall not be liable for:

    • Loss of profits, revenue, or anticipated savings

    • Loss of goodwill, brand value, or reputation

    • Indirect or consequential losses

    • Regulatory fines or penalties imposed on the Client

    • Failures caused by Client-supplied data, systems, or third-party software
      9.5 Nothing excludes liability for death, personal injury, fraud, or wilful misconduct.

    10. Indemnity

    The Client indemnifies Silverline against claims, damages, or costs arising from:

    • The Client’s breach of this Agreement, or

    • The Client’s misuse of Services.

    11. Termination

    11.1 Minimum contract term: 12 months, unless otherwise specified.
    11.2 Agreement automatically renews for successive 12-month terms unless either party gives 90 days’ notice prior to renewal.
    11.3 If the Client terminates early, Client must pay liquidated damages as follows (acknowledged as a genuine pre-estimate of loss):

    • Termination in months 1–6: 100% of remaining fees

    • Termination in months 7–12: 60% of remaining fees

    • After 12 months: subject to renewal terms
      11.4 Either party may terminate immediately if the other:

    • Commits a material breach not remedied in 14 days, or

    • Becomes insolvent.
      11.5 Upon termination, Client must pay all outstanding invoices plus amounts due under 11.3.

    12. Force Majeure

    Neither party is liable for delays beyond reasonable control (e.g., natural disasters, IT outages, strikes).

    13. Non-Solicitation & Employment

    13.1 During the Agreement and 12 months after, the Client shall not solicit or hire Silverline staff without written consent.
    13.2 Client acknowledges Silverline staff remain at all times under Silverline’s supervision, direction, and control.
    13.3 Client indemnifies Silverline against any TUPE or equivalent claims if staff are deemed to transfer to the Client or a successor.

    14. Recruitment

    14.1 Recruitment of new personnel requires 30 days per 8–10 hires.
    14.2 Fee: £1,000 per successful hire, unless otherwise stated.
    14.3 Fee covers genuine costs (advertising, vetting, training) and is not a penalty.
    14.4 Payable in the first month after hire, non-refundable once the agent starts.
    14.5 Silverline does not guarantee individual performance once hired.

    15. Service Levels (SLA)

    15.1 Services will be provided per SLA standards below, with variations in the SOW.

    Generic Standards:

    • Availability: Services available during agreed hours, excluding planned maintenance/force majeure.

    • Response: Acknowledge enquiries within 1 business day, initial response within 2 business days.

    • Recruitment/Onboarding: Per Clause 14.

    • Training/QA: Staff trained to industry standard, periodic quality checks.

    • Data Security: Compliance with GDPR and reasonable safeguards.

    Performance Monitoring:

    • KPIs tracked: call times, accuracy, compliance, productivity.

    • Reports provided as agreed in the SOW.

    Remedies:

    • Silverline to implement corrective action plans.

    • Service credits capped at 5% of monthly fees in any given month.

    • Service credits are the Client’s sole and exclusive remedy for SLA failures.

    16. Audit & Compliance

    Any Client audit rights must be agreed in writing, limited to once per year, on 30 days’ notice, and at the Client’s cost.

    17. Dispute Resolution

    17.1 Parties shall attempt to resolve disputes amicably.
    17.2 If unresolved within 30 days, disputes shall be referred to mediation before proceedings.
    17.3 For high-value disputes (over £250,000), parties agree to binding arbitration under LCIA rules.
    17.4 Jurisdiction remains England and Wales.

    18. Insolvency Protection

    If Silverline reasonably believes the Client is at risk of insolvency or non-payment, Silverline may require:

    • Advance deposits, or

    • Personal/parent company guarantees, as a condition of continued service.

    19. Insurance

    Silverline shall maintain appropriate professional indemnity, public liability, and cyber liability insurance, and provide evidence on request.

    20. Compliance

    20.1 Both parties shall comply with the UK Bribery Act 2010 and maintain adequate procedures to prevent bribery and corruption.
    20.2 Both parties confirm compliance with the Modern Slavery Act 2015 and agree to uphold ethical labour practices.
    20.3 Silverline shall comply with all applicable laws and regulations in delivering Services. Where industry-specific compliance (e.g., FCA, PCI-DSS, HIPAA) is required, this shall be detailed in the SOW.

    21. Business Continuity

    Silverline shall maintain reasonable business continuity and disaster recovery procedures to minimise disruption to Services.

    22. Assignment

    The Client may not assign this Agreement to a third party without Silverline’s prior written consent. Silverline may assign or subcontract obligations, provided responsibility remains with Silverline.

    23. Publicity

    Unless otherwise agreed, Silverline may identify the Client as a customer in marketing materials, but shall not disclose Confidential Information.

    24. General Provisions

    24.1 Severability: If any provision is found invalid, the remainder shall continue in full force.
    24.2 Waiver: Failure to enforce any provision does not waive the right to enforce it later.
    24.3 Notices: All notices must be in writing and sent to the registered office address or agreed email contact.
    24.4 Survival: Confidentiality, indemnity, liability, non-solicitation, and governing law provisions survive termination.

    25. Governing Law

    This Agreement is governed by the laws of England and Wales.

    26. Entire Agreement

    This Agreement (together with any SOWs) constitutes the entire agreement between the parties.

    27. Website Use, Cookies & Marketing Communications

    27.1 By accessing or using Silverline’s website, you agree to be bound by these Terms of Service.

    27.2 Silverline uses cookies and similar technologies to enhance your browsing experience, improve site security, enable analytics, and allow for site customisation. By selecting “Accept all” on our cookie banner, you consent to our use of cookies for these purposes.

    27.3 In addition, by accepting cookies you agree that Silverline may collect and process your personal data (such as name, email address, company details, or browsing behaviour) for the purposes of contacting you with:

    • Marketing communications, including promotions, offers, and product or service updates;

    • Newsletters, blogs, or similar content;

    • Invitations to events, webinars, or surveys relevant to Silverline’s services.

    27.4 You may withdraw your consent at any time by adjusting your cookie preferences via the website, or by using the unsubscribe link provided in any marketing communication. Withdrawal of consent shall not affect the lawfulness of processing carried out prior to withdrawal.

    27.5 Silverline will not sell your data to third parties. Where third-party processors are engaged (such as analytics or email delivery providers), Silverline shall ensure appropriate data protection agreements are in place.

    27.6 Your personal data will be handled in accordance with Silverline’s Privacy Policy, which explains how we collect, use, and protect your data, and your rights under UK GDPR and the Data Protection Act 2018.