Client Terms and Conditions


    The following definitions and rules of interpretation apply in these Terms & Conditions.
    1.1 Definitions:
    Client: the person or firm which engages Green Bee to supply details of an Expert in relation to a
    Deliverables: any deliverables set out in the Project Details and/or further specified by the Client
    to the Expert.
    Expert: an independent consultant or consulting firm offering consulting services.
    Green Bee: Green Bee Insights Ltd, a company registered in England and Wales with company
    no. 12297268, registered office Viewpoint, Basing View, Basingstoke, RG21 4RG, United Kingdom.
    Project: a project or endeavour for which the Client wishes to engage the services of an Expert.
    Project Agreement: a contract between Client and an Expert governing a Project.
    Project Details: the form containing details of a Project (and Deliverables).
    Services: the services, including the Deliverables, supplied by an Expert to the Client as set out in
    the Project Details.
    1.2 Interpretation:
    Any words following the terms including, include, in particular, for example or any similar
    expression, shall be construed as illustrative and shall not limit the sense of the words, description,
    definition, phrase or term preceding those terms.
    2.1 Green Bee shall supply to the Client the details of an Expert drawn from Green Bee’s network of
    Experts whose skills and experience match the requirements of the Client for the Project, as
    communicated by the Client to Green Bee. The Client has complete discretion over the Expert it
    selects as suitable for the Project, and it has no obligation to select an Expert for the Project from
    those Experts whose details Green Bee supplies.
    2.2 The signing of the Project Details by the Client constitutes an agreement by the Client to form a
    Project Agreement with the Expert on terms agreed (or to be agreed) between the Client and the
    2.3 The Client acknowledges and agrees that:
    (a) Green Bee does not employ or subcontract with the Expert on behalf of the Client;
    (b) Except to the extent that the Client engages Green Bee to provide project management services for
    the Project, Green Bee does not control the performance of the Services;
    (c) Green Bee is not a party to any Project Agreement and does not have any liability or obligations
    whatsoever under any such contract; and
    (d) While Green Bee takes reasonable steps to ensure the accuracy of the listings and Expert profiles,
    and the ability of an Expert to deliver the Services, Green Bee does not control the performance or
    guarantee the outcome of the Services.
    3.1 The Client shall:
    (a) co-operate with Green Bee in all matters relating to Green Bee supplying the Client with the details
    of Experts;
    (b) properly consider for the Project each Expert whose details Green Bee supplies to it; and
    (c) notify Green Bee when it has selected an Expert for the Project.
    3.2 To engage an Expert for a Project, the Client shall:
    (a) sign the Project Details; and
    (b) contract directly with the Expert under a Project Agreement.
    3.3 The Client and Expert are responsible for the negotiation of the terms and conditions of the Project
    Agreement, including, but not limited to, the approach, Deliverables and fee structure. The Client
    acknowledges, agrees and understands that Green Bee is not a party to any Project Agreement.
    3.4 The Client shall:
    (a) provide Green Bee with a copy of any executed Project Agreement made with an Expert (redacted
    to any extent necessary), within 7 days of the date of such Project Agreement; and
    (b) notify Green Bee of any milestones which must be achieved by the Expert to trigger payment of the
    Expert’s fees for the Project, or otherwise dates on which payment should be made.
    3.5 The Client shall:
    (a) on receipt of an invoice from Green Bee for the fees for the Project, pay those fees to Green Bee in
    cleared funds to the bank account shown on the invoice, and by the date specified on the invoice
    or if no date is specified in a timely manner; and
    (b) notify Green Bee when a milestone or date (as referred to in clause 3.4(b)) has been met such that
    a payment has been triggered and should be made.
    3.6 The Client agrees that it will not make payments directly to the Expert in respect of the Project.
    4.1 Green Bee shall maintain a network of Experts suitable for Projects, and supply details of such
    Experts to the Client.
    4.2 Once the Client has selected a suitable Expert for the Project, Green Bee shall arrange the signing
    of the Project Details by the Client, the Expert and Green Bee.
    4.3 Green Bee shall send invoices to the Client from time to time, in respect of:
    (a) fees payable for the Project (up to a maximum of the fees set out in the Project Details);
    (b) expenses due to the Expert;
    4.4 After receipt of payment of an invoice by the Client, and once a milestone or date is reached, Green
    Bee shall pay the fees and/or expenses due to the Expert.
    4.5 Green Bee shall have no obligation to make any transfer or payment to the Expert unless and until
    it has received cleared funds from the Client in respect of such transfer or payment.
    The parties shall comply with the data protection rules of the UK in respect of this contract.
    6.1 References to liability in this clause 6 include every kind of liability arising under or in connection
    with the contract including liability in contract, tort (including negligence), misrepresentation,
    restitution or otherwise.
    6.2 Nothing in this clause 6 shall limit the Client’s payment obligations under the Project Agreement or
    this contract.
    6.3 Nothing in this contract limits any liability which cannot legally be limited, including liability for:
    (a) death or personal injury caused by negligence;
    (b) fraud or fraudulent misrepresentation; and
    (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and
    quiet possession).
    6.4 Subject to Error! Bookmark not defined.Error! Reference source not found., Green Bee’s total
    liability to the Client shall not exceed the total income received by Green Bee in respect of the
    relevant Project.
    6.5 Subject Error! Bookmark not defined.Error! Reference source not found., this clause 6.5 sets out
    the types of loss that are wholly excluded:
    (a) loss arising from the acts or omissions of the Expert(s).
    (b) loss of profits.
    (c) loss of sales or business.
    (d) loss of agreements or contracts.
    (e) loss of anticipated savings.
    (f) loss of use or corruption of software, data or information.
    (g) loss of or damage to goodwill; and
    (h) indirect or consequential loss.
    6.6 This clause 6 shall survive termination of the contract.
    7.1 Without affecting any other right or remedy available to it, either party may terminate the contract
    by giving the other party a written notice.
    8.1 On termination of the contract the Client shall immediately pay all of Green Bee’s outstanding
    unpaid invoices.
    8.2 Termination of the contract shall not affect any rights, remedies, obligations or liabilities of the
    parties that have accrued up to the date of termination, including the right to claim damages in
    respect of any breach of the contract which existed at or before the date of termination.
    8.3 Any provision of the contract that expressly or by implication is intended to come into or continue
    in force on or after termination of the contract shall remain in full force and effect.
    In order to protect Green Bee’s business connections to which the Client has access, the Client
    agrees that it shall not during the course of this contract and for one year after its termination, be
    involved in any capacity with an Expert whose details Green Bee has supplied to the Client, except
    in respect of the Project.
    10.1 Force majeure. Neither party shall be in breach of the contract nor liable for delay in performing,
    or failure to perform, any of its obligations under the contract if such delay or failure result from
    events, circumstances or causes beyond its reasonable control.
    10.2 Confidentiality.
    (a) Each party undertakes that it shall not at any time during the contract or after its termination
    disclose to any person any confidential information concerning the business, affairs, clients or
    Experts of the other party, except as permitted by clause 11.3(b).
    (b) Each party may disclose the other party’s confidential information:
    (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to
    know such information for the purposes of carrying out the party’s obligations under the contract.
    Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or
    advisers to whom it discloses the other party’s confidential information comply with this clause
    11.3; and
    (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory
    (c) Neither party shall use the other party’s confidential information for any purpose other than to
    perform its obligations under the contract.
    10.3 Entire agreement.
    (a) The contract constitutes the entire agreement between the parties and supersedes and
    extinguishes all previous agreements, promises, assurances, warranties, representations and
    understandings between them, whether written or oral, relating to its subject matter.
    (b) Each party acknowledges that in entering into the contract it does not rely on, and shall have no
    remedies in respect of any statement, representation, assurance or warranty (whether made
    innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no
    claim for innocent or negligent misrepresentation based on any statement in the contract.
    (c) Nothing in this clause shall limit or exclude any liability for fraud.
    10.4 Variation. Except as set out in these Terms & Conditions, no variation of the contract shall be
    effective unless it is in writing and signed by the parties (or their authorised representatives).
    10.5 Waiver. A waiver of any right or remedy under the contract or by law is only effective if given in
    writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by
    a party to exercise any right or remedy provided under the contract or by law shall not constitute a
    waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of
    that or any other right or remedy. No single or partial exercise of any right or remedy provided
    under the contract or by law shall prevent or restrict the further exercise of that or any other right
    or remedy.
    10.6 Severance. If any provision or part-provision of the contract is or becomes invalid, illegal or
    unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability
    of the rest of this agreement. If any provision or part-provision of this contract deleted under this
    clause 0 the parties shall negotiate in good faith to agree a replacement provision that, to the
    greatest extent possible, achieves the intended commercial result of the original provision.
    10.7 Third party rights. Unless it expressly states otherwise, the contract does not give rise to any rights
    under the contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
    10.8 Governing law. The contract, and any dispute or claim (including non-contractual disputes or
    claims) arising out of or in connection with it or its subject matter or formation shall be governed
    by, and construed in accordance with the law of England and Wales.
    10.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
    jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out
    of or in connection with the contract or its subject matter or formation.

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