Last updated: 8 Oct 2026

Welcome to Redway! We can’t wait to work with you.

Before we get started, there are a few key points to note.

Our contract: This document sets out the terms and conditions which apply to how we work with you. The details of the Team and the Scope that they have with you will be set out in your Statement of Work.

Together, these make our contract. So please be sure to read through both before signing your Statement of Work.
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1. About these terms

1.1 We are a company registered in England and Wales (company number 16917526). Our registered office is 5 Folly Lane, Newport Pagnell and our VAT number is 526996341.

1.2 In these terms, “we”, “us” and “our” mean Redway Ops Limited. “You”, “your” and “yours” mean the client business named in the statement of work.

1.3 We agree the detail of each piece of work in a short statement of work. Each statement of work is a separate contract made under these terms. We’ve written them in plain English on purpose. If anything is unclear, ask us before you sign.

1.4 These terms are for businesses only. By signing a statement of work, you confirm you’re acting for your business and not as a consumer.

2. Key words

2.1 Some words have a specific meaning in these terms:

• Agreement means these terms together with the statement of work that applies.

• Statement of work (or SOW) means the document that sets out a specific piece of work, its fees and timings.

• Services means the work we do for you under a statement of work, such as consulting, coaching, workshops, reviews, fractional roles or project work.

• Deliverables means the documents, reports and other materials we create specifically for you as part of the services.

• Our materials means our methods, frameworks, templates, playbooks, tools, training content and know-how, including anything we had before working with you or develop separately.

• Fees means the amounts set out in the statement of work.

• Confidential information means any information about a party’s business, people, customers, finances or plans that isn’t public, or that a sensible person would treat as confidential.

• Business day means Monday to Friday, excluding bank holidays in England.

• In writing includes email.

3. How we work together

3.1 Each statement of work sets out the services, the fees, the timings, who is involved and anything else specific to that piece of work. We can have several statements of work running at once.

3.2 A statement of work is agreed when you sign it, including by electronic signature, or confirm in writing that you accept it. If you ask us to start work or pay our first invoice before signing, you’ve accepted the statement of work and these terms.

3.3 If a statement of work says something different to these terms, the statement of work takes precedence, but only for that piece of work.

3.4 Either of us can ask to change a statement of work. A change only applies once we’ve both agreed it in writing. Changes may affect the fees or timings, and we’ll tell you if they do before you agree.

4. Our responsibilities and yours

4.1 We will:

• provide the services with reasonable skill and care;

• use people with the right experience for the work;

• do our best to meet the timings in the statement of work; and

• follow your reasonable policies when we’re on your premises or using your systems, as long as you tell us about them in advance.

4.2 You will:

• give us timely access to the people, information and systems we reasonably need;

• make sure the information you give us is accurate and complete;

• make decisions and give approvals promptly; and

• name one main contact who can speak for your business.

4.3 If you don’t do something in clause 4.2, we’re not responsible for any delay this causes. We may charge for time we lose as a result.

4.4 If you cancel or move a scheduled session, workshop or meeting with less than two business days’ notice, we may charge for it in full.

4.5 We advise and you decide. Our recommendations are based on the information we have at the time. You stay responsible for your business decisions and for how you put our advice into practice. We don’t promise any particular result.

4.6 We don’t give legal, tax, regulated financial or investment advice unless a statement of work clearly says so. You should get your own professional advice on those things.

5. Fees and expenses

5.1 Our fees are set out in each statement of work. They may be a monthly fee, a fixed fee, a day rate or a mix of these.

5.2 All fees are in pounds sterling and exclude VAT, which we’ll add at the current rate.

5.3 Monthly fees are payable whether or not you use all the time or sessions included that month. Unused time only carries over if the statement of work says so.

5.4 Unless the statement of work says otherwise, we’ll deliver the services remotely. If we agree to work in person, we’ll agree travel and other expenses with you in advance and charge them at cost. We may sometimes offer to meet you in London without charging travel, for example when we’re already there or can combine visits. Doing this doesn’t stop us charging travel on other occasions.

5.5 For ongoing work, we may increase our fees once a year by giving you at least 60 days’ notice in writing. If you don’t accept the increase, you can end the statement of work before the increase starts.

6. Invoicing and payment

6.1 We send invoices on the first day of each month. Each invoice is due for payment on the last day of the same month.

6.2 We collect payment by Direct Debit through GoCardless. Before work starts, you’ll need to set up a Direct Debit mandate with us. GoCardless will tell you the amount and date before each payment is taken. You’re protected by the Direct Debit Guarantee.

6.3 We use Direct Debit because it’s automated, efficient and smoother for both of us. If you choose to pay another way, such as by bank transfer, we’ll add an admin fee of 10% of the invoice total (before VAT), plus VAT, to each invoice to cover the extra work of chasing and reconciling payments. You’ll still need to pay by the due date.

6.4 If a Direct Debit fails or is reversed, the amount counts as unpaid. We may try to collect it again.

6.5 If you pay late, we may charge interest on the overdue amount at 8% a year above the Bank of England base rate, plus fixed compensation, under the Late Payment of Commercial Debts (Interest) Act 1998.

6.6 If any payment is more than 7 days late, we may pause the services after giving you seven days’ notice in writing. Timings in the statement of work will move back by the length of the pause.

7. Confidentiality

7.1 We’ll each keep the other’s confidential information private and only use it for the purposes of the agreement.

7.2 We can each share the other’s confidential information with our own staff, associates, subcontractors and professional advisers, but only if they need it for the agreement and are bound to keep it confidential. Each of us is responsible for anyone we share it with.

7.3 This clause doesn’t apply to information that:

• is or becomes public, other than through a breach of this clause;

• the receiving party already had, or gets from someone else who is free to share it;

• the receiving party develops independently; or

• must be disclosed by law, a regulator or a court. If so, the disclosing party will tell the other first where the law allows.

7.4 When the agreement ends, each of us will return or delete the other’s confidential information if asked. We can each keep copies held in routine backups or needed for legal or accounting records, which stay confidential.

7.5 We may use the general skills, knowledge and experience we gain from working with you, and anonymised insights that can’t identify you, to improve our services and train our team.

7.6 This clause lasts for the length of the agreement and for three years after it ends.

8. Intellectual property

8.1 You keep ownership of everything you give us. You allow us to use it to provide the services.

8.2 We keep ownership of our materials, even where we use or adapt them in your deliverables.

8.3 Once you’ve paid in full for a deliverable, you own it and can share it as you wish. Where a deliverable includes any of our materials, we give you a permanent, non-exclusive licence to use and share them as part of that deliverable.

8.4 Apart from that, you must not share, copy, sell or reuse our materials or methodologies, or use them to build your own or anyone else’s services, without our written consent.

8.5 We may use AI and other software tools to help deliver the services. We’ll only use tools that keep your information secure and confidential in line with clauses 7 and 10.

9. Marketing and publicity

9.1 You agree that we can name you as a client and use your name, logo, brand and images in our marketing. This includes our website, social media, proposals, presentations and case studies.

9.2 We’ll follow any brand guidelines you give us. We’ll describe our work for you in general terms and won’t share your confidential information.

10. Data protection

10.1 We’ll each comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018.

10.2 Our privacy notice, which is available on request from your Redway team, explains how we use personal data about your people for running our own business, such as contact details.

10.3 Where we handle personal data on your behalf to deliver the services, you are the controller and we are the processor. In that case we will:

• only use the personal data to deliver the services and on your documented instructions;

• make sure anyone handling it is bound to keep it confidential;

• keep it secure with appropriate technical and organisational measures;

• only use other processors (such as our software providers) under written terms that protect the data in the same way, and tell you before we add or change any;

• help you respond to requests from individuals and meet your own legal duties;

• tell you without undue delay if we become aware of a data breach affecting it;

• delete or return it when the services end, unless the law requires us to keep it; and

• give you the information you reasonably need to show we’re complying with this clause.

10.4 Each statement of work will say what personal data, if any, we’ll handle for you. You must make sure you have a lawful basis to share any personal data with us.

11. Our people

11.1 We’re an independent business. Nothing in the agreement makes us, or anyone working for us, your employee, partner or agent.

11.2 We decide who delivers the services. If the statement of work names a specific person, we’ll do our best to use them, but we can’t guarantee it, for example if they’re ill, leave us or are otherwise unavailable. We may use associates or subcontractors, and we’re responsible for their work. If we change who’s working with you, we’ll tell you and make sure the replacement has the right experience.

11.3 If, while the agreement is in place or within 12 months after it ends, you employ or engage, directly or through someone else, anyone who has worked on your services for us in that time, you agree to pay us a fee of 30% of the first-year salary or fees you offer them. This reflects what it costs us to find, train and replace them.

11.4 If a statement of work includes an option for you to hire one of our people permanently, the terms in that statement of work apply instead of clause 11.3.

12. Limitation of liability

12.1 Nothing in the agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn’t allow us to limit.

12.2 Neither of us is liable to the other for any:

• loss of profit, revenue, business, contracts or goodwill;

• loss of anticipated savings;

• loss or corruption of data; or

• indirect or consequential loss.

12.3 Our total liability to you under or in connection with each statement of work, whether in contract, negligence or otherwise, is limited to the fees you’ve paid under that statement of work in the 12 months before the event that led to the claim.

12.4 We’re not liable for any loss caused by information you’ve given us being inaccurate or incomplete, by your delay, or by decisions you make about whether and how to use our advice.

12.5 Clause 12.2 and 12.3 don’t limit your duty to pay our fees, or what you owe under clause 11.3.

13. Ending the agreement

13.1 Each statement of work runs for the period it sets out. If it has no end date, it carries on until one of us ends it.

13.2 Either of us can end an ongoing statement of work by giving the notice set out in it, in writing, subject to any minimum term it includes. If a statement of work doesn’t set a notice period, it is one full calendar month, ending on the last day of a month.

13.3 If you end a fixed-fee statement of work early, you’ll pay for the work done up to the end date and any costs we can’t cancel. Deposits and fees already paid for work completed aren’t refundable.

13.4 Either of us can end the agreement straight away by telling the other in writing if the other:

• seriously breaks the agreement and doesn’t put it right within 14 days of being asked to; or

• becomes insolvent, enters administration or liquidation, or stops trading.

13.5 We can also end the agreement straight away if any invoice is still unpaid 30 days after its due date.

13.6 When a statement of work ends, you’ll pay for all services provided and expenses incurred up to the end date. Clauses 6, 7, 8, 9, 11, 12 and 14 carry on applying after the end.

14. General

14.1 Changes to these terms. We may update these terms from time to time and will publish the current version on our website with its date. Changes apply to new statements of work straight away. They apply to existing statements of work 30 days after we tell you about them in writing. If you don’t accept a change, you can end the affected statement of work by giving notice before the change takes effect.

14.2 Notices. Formal notices under the agreement must be in writing and sent by email to the main contact named in the statement of work.

14.3 Things outside our control. Neither of us is responsible for delays or failures caused by events outside our reasonable control, such as illness, extreme weather, or failures of utilities or internet services. If this lasts more than 30 days, either of us can end the affected statement of work by notice in writing.

14.4 Transfers. You can’t transfer your rights or obligations under the agreement without our written agreement. We can transfer them to a company in our group or to anyone who takes over our business, and we’ll tell you if we do.

14.5 Whole agreement. These terms and the statement of work are the whole agreement between us for that work. They replace anything said or written before, except where that was fraudulent.

14.6 If part doesn’t work. If any part of the agreement is found to be invalid, the rest stays in force.

14.7 Delays in enforcing. If either of us delays enforcing our rights, we can still enforce them later.

14.8 Third parties. No one other than you and us has any rights under the agreement.

14.9 Disputes. If we disagree, we’ll try to sort it out by talking first, with a senior person from each side meeting within 14 days of either of us asking. This doesn’t stop either of us going to court for urgent protection.

14.10 Law. The agreement is governed by the law of England and Wales, and the courts of England and Wales will decide any dispute.