Terms and Conditions

Terms and Conditions

These Terms of Use (the “Terms”) govern your use of the website at elmfields.com (the “Website”) and any consultancy services provided by Elmfields, which is the trading name of B2BD Services Limited (“Elmfields”, “we”, “us”, “our”).

By using the Website or engaging us for consultancy services, you agree to be bound by these Terms. If you do not accept these Terms, you must not use the Website or procure our services.

Agreement between you and Elmfields

These general Terms and Conditions (“Terms”) are an agreement (“Agreement”) between you and Elmfields and cover your use of the information, software, products and services made available through elmfields.com (the “Website”). By using the Website, you agree to be bound by these Terms, as well as our Privacy Policy.

This Agreement governs any use of the Website as a guest, fee paying member or otherwise.

You are responsible for making all arrangements necessary for you to have access to the Website and for ensuring any contact details you provide us with are correct and up to date. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and that they comply with them.

The Website is offered to you conditional upon your acceptance of these Terms and any notices contained in these Terms and the Website itself. Please read these Terms carefully before you start using the Website. By using the Website, you agree to these Terms.

You must be the legal age of majority in your country of residence in order to use the Website. In no event is use of the Website permitted by those under the age of 18.

Who We Are

Business name: B2BD Services Limited trading as Elmfields

Registered in England & Wales. Company No. 11833202

Registered office: 167-169 Great Portland Street, London, W1W 5PF

Contact details: Email: contact@elmfields.com | Telephone: +44 (0)20 7965 7543

Scope of Services

Elmfields provides professional consultancy support to law firms, barristers’ chambers, and legal professionals, particularly in relation to directory submissions (e.g. Chambers & Partners, Legal 500), awards, legal marketing, editorial advice, and related project management.

We are not a law firm and do not provide legal advice. Any work we do is advisory, editorial and procedural in nature.

Use of the Website

The Website and its content are for general informational use only.

You agree to use the Website lawfully and responsibly, and not to:

1. misuse it (e.g. introducing harmful code such as viruses, malware);

2. attempt unauthorised access to Website systems;

3. infringe intellectual property rights;use the Website to engage in illegal, fraudulent or harmful conduct.

We may modify, suspend or discontinue parts of the Website without notice.

Intellectual Property Rights

All content on the Website (text, images, graphics, software, layout, design) is owned by or licensed to Elmfields unless stated otherwise. All rights reserved.

You may view, download, or print content for your own non-commercial, internal use only. You must retain all copyright and other proprietary notices.

You must not reproduce, distribute, display, modify, or create derivative works from Website content without our prior written permission.

For deliverables we produce under consultancy engagements: unless otherwise agreed in writing, you (the Client) will be granted licence to use the deliverables for the purposes specified in our engagement agreement. We retain ownership of our methodologies, templates, know-how, and intellectual property not expressly assigned.

Consultancy Engagement & Statements of Work

Every consultancy engagement will be governed by a separate written agreement (or proposal / statement of work) which sets out:

• the scope of work / deliverables;

• fees and payment terms;

• timelines / milestones;

• any specific client obligations;

• any other relevant conditions.

If there is any inconsistency between these Terms and an engagement agreement, the engagement agreement shall prevail to the extent of the inconsistency.

Intellectual Property Rights

For the purposes of these Terms, “Intellectual Property Rights” means any and all intellectual property rights, whether registered or unregistered, including but not limited to any patents, trademarks, domain names, URLs, design rights, copyright, software rights, database rights, rights in and to business names, product names and logos, processes, trade secrets, confidential information and any similar rights in any jurisdiction.

In relation to the content found on the Website (the “Content”), except as otherwise provided in these Terms, you must not:

• reproduce, sell, license, sublicense, or copy any Content; or

• circumvent or disable any security or technical features of the Content.

All Content is Copyright © B2BD Services Limited and/or its suppliers, affiliates and partners. All rights reserved.

Fees, Payment & Invoicing

Fees for consultancy services will be as agreed in writing between you and Elmfields in the engagement agreement or proposal.

Invoices will be issued in accordance with that agreement. Unless otherwise stated, payment is due within 7 days of invoice date.

We reserve the right to charge interest on late payment at the rate permitted by law or as specified in the engagement agreement.

Clients are responsible for all reasonable costs of recovery of overdue payments.

Confidentiality & Data Protection

Both parties will treat as confidential all non-public information obtained in the course of the engagement. This includes client data, strategies, business information, documents, and any other material clearly marked or understood as confidential.

This obligation will continue after termination of the engagement agreement.

Elmfields will comply with the UK GDPR and Data Protection Act 2018 in processing any personal data. We will only use personal data for the purposes for which it was provided, and with appropriate security measures.

Ownership and preservation of your materials

We will perform our services with reasonable skill and care. However, to the fullest extent permitted by law, Elmfields excludes all implied warranties and representations.

Our total liability (whether in contract, tort or otherwise) arising under or in connection with any consultancy engagement shall be limited to an amount equal to the fees paid by you for that engagement.

We shall not be liable for any indirect, special, or consequential losses (including loss of profit, business, or opportunity) even if we have been advised of such possibility.

Nothing in these Terms excludes or limits liability for death or personal injury caused by our negligence, liability for fraud, or any other liability which cannot be limited under UK law.

Termination

Either party may terminate a consultancy engagement in accordance with the termination provisions in the engagement agreement. Typically, this includes notice periods and reasons (e.g. breach).

On termination, you shall pay for all work done up to the date of termination, including any deliverables already prepared, and any non-cancellable commitments made by us in performance of the engagement.

Upon termination, each party shall return or destroy any confidential materials of the other party as requested.

Third Party Links & Resources

The Website may contain links to third party websites or resources. Those are provided for convenience; Elmfields has no control over such third parties and accepts no responsibility for their content, availability or accuracy.

If you choose to use third party tools, software or resources, you do so at your own risk.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Website.

Our performance of this Agreement is subject to existing laws and legal process. Nothing contained in this Agreement is in derogation of our right to comply with governmental, commercial court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by us with respect to such use.

If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the warranty disclaimers and liability limitations set out above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.

We may provide you with notices, including those regarding changes to the Terms by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.

A printed version of the Agreement, and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Assignment

You must not assign or otherwise transfer the Terms, or any right granted under them, without our written consent. We can freely transfer our rights under the Terms.

Waiver

Any failure by us to enforce or exercise any provision of the Terms, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in this Agreement are reserved. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.