Terms of Engagement
These terms set out how we work together, what you pay, and what each of us is responsible for. They are written to be read without a lawyer. Where we use a piece of procurement jargon, we explain it in plain words the first time it appears. If anything here is unclear, ask us before you sign, and we will explain it.
1. Who you are contracting with
1.1 The business you are engaging is Daniel Hesketh International, a Norwegian sole trader business (in Norwegian, an enkeltpersonforetak, which simply means a one-owner business registered to an individual), registration number 996 936 619, trading under the name Hesketh & Son.
1.2 In these terms, "we", "us" and "our" mean Hesketh & Son. "You" and "your" mean the client named in the proposal these terms are attached to.
1.3 Our registered address is Vitaminveien 26, 0483 Oslo, Norway. Our UK correspondence address is 29 Oatlands Drive, Harrogate HG2 8JT. You can reach us at hello@heskethandson.com.
1.4 We are a real, registered business, and we are happy to send you our registration extract on request. We are not a UK-registered limited company today. If that changes, clause 14 explains what happens to this agreement.
2. What these terms cover
2.1 These terms apply to every piece of work we agree to do for you. They sit alongside the proposal we send you for a specific job. The proposal names the exact work, the scope, the fixed fee, and the timetable.
2.2 If anything in the proposal conflicts with these terms, the proposal wins for that job, because it describes what we actually agreed for that specific piece of work.
2.3 An agreement between us starts when you confirm the proposal in writing (including by email or e-signature) and pay the first instalment under clause 6.
3. What we do
3.1 Depending on what your proposal says, our services include:
- Bid and tender writing. A "tender" is a formal offer you submit to win a contract, usually answering a buyer's published questions. We draft your submission, mapped to the buyer's scoring criteria.
- Bid reviews. We read a submission you have already drafted and sharpen it against the scoring criteria, rather than writing it from scratch.
- X-Ray reports. A written assessment of how your evidence and current material would score against a specific opportunity, before you commit to a full submission.
- Grant applications and award entries, drafted to the funder's or organiser's published criteria.
3.2 "The rubric" or "the scoring criteria" means the grid of questions and marks the buyer, funder, or awarding body uses to score submissions. Everything we write is aimed at that grid.
3.3 We draft; you submit. Unless your proposal says otherwise, you (not us) submit the final work through the buyer's portal, under your own name and account. The finished work is yours and goes in as your organisation's, not ours.
3.4 Our honesty rule. If, when we map your evidence to the rubric, we find the evidence genuinely cannot support a competitive score, we will tell you plainly rather than pad the gap. We would rather decline a job than put our name near a submission we do not believe in. This is a feature of how we work, not a get-out.
3.5 We are your bid-writing service. We are not your legal adviser, your accountant, or your regulatory adviser, and nothing we produce is legal, financial, or regulatory advice.
4. What we need from you
4.1 Good bids run on good evidence, and the evidence is yours. To do our job we need you to:
- give us the information, documents, and evidence we ask for, and give it to us promptly, within the timeframe we agree at the start of the job;
- turn around your reviews and approvals of our drafts within the timeframe we agree, so the work stays on schedule;
- tell us promptly about anything that changes the opportunity, the deadline, or your own circumstances; and
- make sure the information you give us is accurate and that you are entitled to share it.
4.2 We build the timetable around the buyer's deadline. If information or approvals come back to us late, the timetable can slip, and a slipped timetable near a hard deadline puts the submission at risk. Where a delay on your side means we cannot deliver on time, that is not a failure on our part, and clause 10 and clause 11 still apply.
4.3 We do not commit to a fixed number of days for each stage in these terms, because the right timetable depends on the size and deadline of your specific job. The timetable we agree in the proposal is the one that governs the work.
5. Scope, and what happens when it changes
5.1 The fixed fee in your proposal covers the scope agreed at the start: the specific submission, sections, and word or page count we set out together.
5.2 Revision rounds are not the same as new scope. Your proposal includes a set number of revision rounds (normally two to three). A revision round is where we refine and improve the sections we already agreed. It is included in the fixed fee.
5.3 Additions are new scope. If you ask for work beyond what we agreed, for example an extra section, an added annex, a board summary, or a second submission, that is welcome, but it is new work. We will quote you a small additional fee for it and get your agreement before we start it. We will never quietly add things and surprise you on the invoice, and we will never treat "one more section" as free just because we are already working.
5.4 Some additions depend on evidence. For example, a strong social-value section (the part of a bid about community benefit, local employment, or environmental commitments) only scores if there is real evidence behind it. If the evidence is not there, we will tell you straight rather than pad it, because a thin section can cost you more marks than a lean one.
6. Price and payment
6.1 Fixed fee. Every job is a fixed fee, confirmed in writing before we start. We do not charge a percentage of the contract value, and we do not raise the price after you win.
6.2 The default payment split is 50/50. Unless your proposal says otherwise:
- 50% is due before we begin work, once you have confirmed the proposal; and
- the remaining 50% is due on completion, meaning when we deliver the final drafted work to you. This final instalment is payable within 14 days of that delivery.
6.3 Larger engagements can be staged into milestones. For bigger pieces of work, we may agree a milestone schedule instead of a straight 50/50 split, for example a payment at kickoff, one on first full draft, and one on final delivery. Where we do, the milestones and amounts are set out in your proposal.
6.4 We invoice in pounds sterling (GBP) unless we agree otherwise.
7. Late payment
7.1 We would always rather have a conversation than send a chaser, so if a payment is going to be late, tell us and we will work it out.
7.2 That said, our invoices are due on the dates set out above. Under the UK Late Payment of Commercial Debts (Interest) Act 1998, a business that pays a commercial invoice late can be charged statutory interest (8% above the Bank of England base rate) plus a fixed sum toward recovery costs. We reserve the right to apply this on genuinely overdue invoices. We keep this in the contract as a backstop, not as a threat.
7.3 If an invoice is significantly overdue, we may pause work on any live job for you until it is settled.
8. VAT
8.1 We charge no VAT, and there is nothing for you to reclaim. As a Norwegian sole trader, we do not charge Norwegian VAT (MVA) on services delivered to a UK business, because remotely delivered services to a customer outside Norway are outside Norwegian VAT. On the UK side, the standard "reverse charge" applies, which simply means your own finance team accounts for any VAT on your own return. For a VAT-registered client this is net-nil. This is normal and expected for buying a service from an overseas supplier. It is simpler, not a dodge.
(Plain version of the jargon: "reverse charge" is a routine VAT step the UK customer handles on its own VAT return when buying from a supplier based outside the UK. You are not paying extra, and there is no VAT on our invoice for you to claim back, because none was added.)
9. Refunds and goodwill
9.1 The first instalment (the deposit) becomes non-refundable once we start drafting your work. By that point the groundwork the deposit pays for, mapping the buyer's scoring criteria and working through your evidence, has already been done.
9.2 We do not link any refund to whether a bid wins or loses. No one can honestly guarantee a win, and we will not pretend a loss automatically means a refund.
9.3 If a piece of work genuinely underperforms what your evidence should have scored, and the shortfall is down to us, we may at our discretion offer a goodwill gesture. This is a gesture of good faith, not an obligation, and it is decided case by case.
9.4 We will never make a refund conditional on your silence, and we will never trade money for taking down honest feedback. If we get something wrong, we would rather fix it than buy quiet.
10. We cannot guarantee you win
10.1 A bid's result depends on many things outside our control: the strength of the competing bids, the buyer's own priorities, your track record, and the buyer's scoring decisions on the day. We do not, and cannot honestly, guarantee that any submission will win, be shortlisted, or reach any particular score. Anyone who guarantees a win is not being straight with you.
10.2 What we do commit to is the quality of the work itself: mapped to the rubric, evidence-tagged, and human-reviewed before it reaches you.
10.3 Our drafting is AI-assisted, evidence-tagged, and human-reviewed. We are upfront about that because you are putting your name on the submission. A named person on our side signs off the work before it goes to you.
11. Our responsibility to you, and its limit
11.1 We will do our work with reasonable care and skill. That is the legal standard, and in plain terms we hold ourselves to more than the legal minimum: this firm exists on the promise that the work is done properly, and we would rather decline a job than do it half-well.
11.2 There is a cap on how much we can be liable for. This is normal for a professional service, and we would rather state it plainly up front than bury it. Our total liability to you for any one job, whether for a mistake, a missed step, or anything else connected to that job, is capped as set out in clause 11.3.
11.3 Our total liability to you for any one job is capped at the total fees you have paid us for the job in question.
11.4 We are never liable for indirect or consequential loss. That means we are not responsible for knock-on losses such as lost profit, lost revenue, lost contracts, or loss of anticipated savings, even if a submission does not win. Given clause 10, this simply reflects that the outcome of a bid is not something we control.
11.5 Nothing in these terms limits any liability that cannot lawfully be limited (for example liability for death or personal injury caused by negligence, or for fraud).
11.6 We are being straight with you about insurance: we will tell you honestly what professional indemnity cover we hold at the time of your engagement. If we do not yet hold cover, we will say so rather than imply otherwise. Once cover is in place, we expect to align the liability cap in clause 11.3 with the level of that cover.
12. Confidentiality and your information
12.1 What you share with us to build your bid is yours and is treated as confidential. We do not share your evidence, your submission, or the fact of your engagement with anyone outside our work for you, except where you agree or where the law requires it.
12.2 How we handle, store, and delete the information and personal data you give us is set out in our separate Data-Handling and Confidentiality Statement, which forms part of our agreement with you. That statement is being finalised alongside these terms. Please read the two together. To avoid two documents saying slightly different things, the detail of data handling lives there, not here.
13. Ending the engagement
13.1 You can stop the work at any time, by telling us in writing. If you do:
- you owe us the deposit and any milestone already reached (see clause 9 and clause 6);
- we will hand over the work completed to that point; and
- any work not yet done is not charged.
13.2 We can end the engagement if you ask us to do something dishonest, if you do not give us what we need to do the job despite us asking, or if an invoice is seriously overdue. If we end it for one of these reasons, clause 13.1's payment position applies to the work done to that point.
13.3 Either of us can end the engagement immediately in writing if the other seriously breaks these terms and does not put it right within 14 days of being asked to.
13.4 Clauses that are meant to outlast the job (confidentiality, liability, the refund position, and governing law) continue to apply after the engagement ends.
14. If our business changes hands
14.1 We are in the process of forming a UK limited company. It does not exist yet, and today your contract is with Daniel Hesketh International (Hesketh & Son) as described in clause 1.
14.2 You agree in advance that we may transfer this agreement (in legal terms, "novate" or assign it, which means moving the contract across to another business that steps into our shoes) to a UK limited company or other successor business that carries on the Hesketh & Son business. If we do:
- the terms stay the same, and your fee does not change because of the transfer;
- the new business takes on our obligations to you as well as our rights; and
- you do not need to re-sign anything. We will simply tell you in writing that the transfer has happened and give you the new business's details.
14.3 This clause exists so that the firm can put its UK company structure in place without disrupting live work or asking clients to sign fresh paperwork. It does not reduce any of your rights.
14.4 You may not transfer your side of the agreement to someone else without our written agreement, which we will not withhold unreasonably.
15. Which law applies, and which courts
15.1 This agreement is governed by the law of England and Wales. This is deliberate and standard for UK-facing work, even though our business is registered in Norway. Choosing English law gives both of us a clear, well-established rulebook.
15.2 The courts of England and Wales have jurisdiction over any dispute connected to this agreement. In plain terms, if a dispute ever had to go to court, it would go to an English court applying English law.
15.3 Before anyone goes near a court, both of us agree to try to sort a dispute out by talking first, in good faith. Most things are fixable with a straight conversation.
16. How we contact each other
16.1 Formal notices under these terms (for example ending the engagement) must be in writing. Email counts as writing.
16.2 Notices to us go to hello@heskethandson.com, or by post to our UK correspondence address at 29 Oatlands Drive, Harrogate HG2 8JT.
16.3 Notices to you go to the email address or postal address on your proposal.
16.4 A notice sent by email is treated as received on the next working day after it is sent, unless we hear the address is wrong.
Hesketh & Son is a trading name of Daniel Hesketh International (org. nr. 996 936 619, Norway).