Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Iron Out Consultancy Services - Terms and Conditions

Acceptance of Terms:

1.1. By engaging with Iron Out for consultancy services, whether through subscription or invoiced project work, you agree to be bound by these Terms and Conditions. Please read them carefully before using the Services. If you do not agree with any part of these terms, you may not use the services.

Subscription Packages:

2.1. Iron Out offers subscription packages for Quality Assurance assistance credits. These packages may be subject to change at any time at the discretion of Iron Out.

Credit Usage:

3.1. Credits are deducted based on the workload of each request. Before proceeding, we can discuss how many credits your query may require, and we can agree on credits for specific and routine business needs.
3.2. Credits are allocated on a monthly basis and do not roll over to the following month. Unused credits expire at the end of each billing cycle.
3.3. Credits are non-refundable if not used within the designated month. In the event that a query or task cannot be resolved, but work has been undertaken to address it, the credits allocated for that task will still be deducted from your account. 
3.4. Iron Out operates on a fair usage policy to ensure that all clients receive timely and effective assistance. Excessive or unreasonable usage may result in adjustments to the credit system.
3.5. Credits cannot be transferred to another company or used across group companies.

Additional Credits:

4.1. If you require additional credits beyond your selected package, you have the option to upgrade to a higher package or purchase additional credits as needed. However, this is subject to availability and approval, and upgrades or credit purchases may be limited based on capacity to fulfil.
4.2. In the case of account upgrades that are not fulfillable, customers will be reverted back to their original level and refunded any difference paid. Additional credits purchased that cannot be redeemed within the month of purchase can be refunded, or will remain valid for 12 months but must be redeemed within the same calendar month at an agreed time when Iron Out has availability.

Duration and Complexity of Tasks:

5.1. The duration of tasks may vary, and credits are not necessarily indicative of time spent. Tasks may be allocated a credit value based on a combination of time and/or complexity or an estimate in terms of the amount of workload involved.

Changes to Subscription Fees:

6.1. Iron Out reserves the right to modify subscription fees at any time. Notice of such changes will be provided in advance via email or through the subscriber's account portal.
6.2. Subscribers have the option to accept the new subscription fees or cancel their subscription before the changes take effect.
6.3. If the subscriber does not cancel and continues to use the services after the price change becomes effective, they are deemed to have accepted the new subscription fees.
6.4. Changes in subscription fees will be pro-rata.
6.5. Iron Out will make reasonable efforts to inform subscribers of any changes in subscription fees and provide clarification on the reasons behind such changes.

Subscription Availability:

7.1. Please note that because subscriptions are subject to limited availability, they may not be available to subscribe to from time to time. If subscriptions are unavailable, you can opt to be notified when they become available.

Project Work and Invoicing:

8.1. In addition to subscription services, Iron Out may offer project-based consultancy services. Clients may request a quote for project work, and if accepted, will be invoiced accordingly.
8.2. Payment terms for invoiced project work are detailed in the invoice. Failure to pay within the specified timeframe may result in project suspension or termination.

Consultancy Services:

9.1. Iron Out will provide consultancy services as agreed upon, whether through subscription or project work.
9.2. Consultancy services may be subject to change or modification at the discretion of Iron Out. Notice of any significant changes will be provided to clients in advance.

Term and Termination:

10.1. The consulting agreement is effective upon acceptance and continues indefinitely until terminated. 
10.2. Either party can terminate the consultancy agreement with 14 days' notice or immediately for material breach on invoiced/project work. 
10.3. Mutual termination is possible at any time by agreement for project work. Subscription packages can be downgraded or cancelled at any time.
10.4. Termination of a user account on the Iron Out website will cancel the consultancy agreement. If the user account is retained when cancelling a subscription, the consulting agreement will survive and would need to be cancelled separately.

Consultant's Obligations:

11.1. Iron Out agrees to ensure the effective implementation of the agreement.
11.2. Services will be provided with reasonable care, skill, and diligence. 

Autonomy:

12.1. Iron Out has control over working methods and decision-making in relation to delivering the services.
12.2. Equipment and materials for service delivery are provided by Iron Out.
12.3. Services will be provided within a reasonable timeframe; Iron Out may engage sub-contractors when necessary.

Confidentiality:

13.1. Both parties agree to keep confidential information secure.
13.2. Confidentiality obligations extend throughout the agreement and survive indefinitely after termination. 

Intellectual Property:

14.1. Intellectual property developed under the agreement exclusively for the Client is the Client's property unless otherwise stated and a limited use license for Iron Out’s intellectual property may be permitted.  

No Exclusivity:

15.1. The agreement is non-exclusive, allowing both parties to engage with third parties.
15.2. Iron Out refrains from providing conflicting services.

Insurance:

16.1. Iron Out maintains professional indemnity insurance of at least £1 million GBP.
16.2. Certificates of insurance provided upon the Client's request.

Indemnification:

17.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

In This Agreement

18.1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
18.2. Words in the singular mean and include the plural and vice versa.
18.3. This Agreement will be governed by and construed in accordance with the laws of England.
18.4. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
18.5. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
18.6. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to hello@ironout.co.uk and will only be considered delivered if acknowledged in writing by reply from Iron Out.

Last updated: 28-03-2024