Terms and Conditions

Last updated: 14 January 2026

These Terms and Conditions apply to consultancy and other business services supplied by Lubrin Limited, trading as The Richard Smith.

Lubrin Limited is referred to in these terms as “we”, “us” or “our”.

The person, company or organisation buying our services is referred to as “you” or “the client”.

1. About us

Legal business name: Lubrin Limited
Trading name: The Richard Smith
Company number: 13669332
Registered in: England and Wales
Registered office: 20 Gainsborough Road, Crawley, West Sussex, RH10 5LD
Email: richard@therichardsmith.com
Telephone: 07740 076226

The Richard Smith is a trading style of Lubrin Limited.

2. Our services

We provide business consultancy, business development support, marketing support, project work, training and other agreed business services.

The exact work, fees and timescale will appear in our proposal, quotation, order form, email or other written agreement.

These terms form part of that agreement.

Unless we state otherwise in writing, our services do not include regulated financial advice, legal advice, tax advice or accountancy advice.

Nothing supplied through our consultancy services should be treated as regulated financial advice.

3. Starting work

We will start work once you have:

accepted our proposal or instructions;
agreed to these terms;
supplied the information we need; and
paid any sum due before work begins.

Accepting a proposal, confirming instructions by email, making payment or allowing us to start work will count as acceptance of these terms.

4. Your responsibilities

You agree to:

give us clear, accurate and complete information;
tell us about any facts, deadlines, risks or issues that may affect our work;
respond to reasonable requests without undue delay;
check documents, drafts and recommendations we send you;
give approvals and decisions when needed;
make sure you have the right to share any data, documents or material with us; and
tell us at once if your needs, instructions or circumstances change.

We will not be responsible for delay, extra work or loss caused by missing, late, false or incomplete information supplied by you or someone acting for you.

5. Matters you must report

You must tell us as soon as possible about anything that could affect our work, including:

a change in your business, ownership or key staff;
a legal claim, complaint or dispute linked to our work;
a missed or changed deadline;
a security breach or loss of data;
a change to your website, systems or service providers;
an instruction from another adviser that conflicts with our work;
a change to your products, prices, services or business model; or
any fact that may make our work or advice out of date.

We may charge for extra work caused by information or changes that you did not tell us about at the proper time.

6. Fees and expenses

Our fees will appear in our proposal, quotation or written agreement.

Fees may include:

a day rate;
an hourly rate;
a fixed project fee;
a monthly consultancy fee;
a setup fee; or
another agreed charging method.

Unless stated otherwise, fees do not include VAT, travel, accommodation, software, advertising costs, web hosting, domain fees, stock images, printing, professional fees or other third-party costs.

We will tell you before we incur any major extra cost that you must pay.

7. Invoices and payment

Invoices are due for payment immediately on receipt unless we agree another payment date in writing.

Where we require payment by Direct Debit, you must keep a valid Direct Debit instruction in place throughout the contract.

Monthly consultancy fees will normally be collected by Direct Debit.

We may require payment in advance for:

consultancy days;
project work;
setup work;
software or advertising costs;
third-party costs; or
work for a new client.

You must raise any query about an invoice within seven days of receiving it.

You must still pay any part of an invoice that you do not dispute.

All sums must be paid in full without deduction, set-off or counterclaim, except where the law requires otherwise.

8. Late payment

When an invoice becomes overdue, we may:

pause or cancel work;
withhold reports, files, passwords, access or completed work;
remove any credit terms;
ask for all future work to be paid in advance;
charge statutory interest and debt recovery costs; and
take steps to recover the debt.

You will be responsible for reasonable costs we incur when recovering overdue sums, where the law allows.

Pausing work because of late payment will not remove your duty to pay our fees.

It will not make us responsible for a missed deadline or other loss caused by the pause.

9. Day-rate consultancy

A consultancy day covers up to seven working hours unless we agree otherwise.

A normal consultancy day will take place between 9.00 am and 5.00 pm, allowing for reasonable breaks.

Travel time, evening work, weekend work and work beyond the agreed hours may carry an extra charge.

You must give at least five working days’ notice to cancel or move a booked consultancy day.

We may charge:

50% of the booked fee where you give between two and five working days’ notice; and
100% of the booked fee where you give fewer than two working days’ notice.

We will not charge a cancellation fee where we agree that a serious event outside your reasonable control made the cancellation unavoidable.

10. Minimum contract term

Ongoing day-rate consultancy and retained consultancy services have a minimum contract term of three months.

The minimum term begins on the start date shown in our proposal or written agreement.

You must pay all fees due during the minimum term, even if you decide not to use all the time, support or services made available to you.

You cannot end the contract during the minimum term by giving notice.

Any notice given during the minimum term will take effect at the end of the minimum term. The three-month notice period will then begin.

This means that the shortest possible period for an ongoing consultancy contract will normally be six months.

A project with a fixed completion date or fixed scope will end when we complete the agreed work, unless our proposal states that a minimum term also applies.

11. Ending an ongoing contract

After the minimum three-month term, either party may end an ongoing consultancy agreement by giving at least three months’ written notice.

The contract will continue during the notice period.

All agreed fees will remain payable during the full notice period.

You may ask us to stop active work during the notice period, but this will not remove your duty to pay the agreed fees.

You may continue to use the agreed level of consultancy support during the notice period.

Notice must be sent by email to:

richard@therichardsmith.com

We will treat notice as received on the next working day.

12. Ending the contract at once

Either party may end the contract at once if the other party:

commits a serious breach and does not put it right within 14 days of receiving written notice;
repeatedly breaks the agreement;
becomes insolvent or stops trading;
acts unlawfully in connection with the services;
threatens or abuses staff or contractors; or
creates a serious risk to the other party’s reputation, systems or safety.

We may also stop work at once if:

an invoice remains unpaid;
you cancel a required Direct Debit;
you refuse to give needed instructions;
you ask us to carry out unlawful or misleading work; or
continuing the work could break the law or a professional duty.

Ending the contract will not affect fees, rights or duties that arose before it ended.

13. Changes and extra work

Our fees cover only the agreed work.

We may charge extra where you:

change the instructions;
add new work;
delay the project;
ask us to redo work that you have already approved;
fail to supply needed information;
require urgent or out-of-hours work; or
ask for work outside the agreed service.

We will try to agree extra fees before carrying out major extra work.

Small or urgent changes may be charged at our normal hourly or day rate.

14. Timescales

We will use reasonable care to meet agreed dates.

Unless we clearly state that a deadline is fixed, any date we give is an estimate.

We will not be responsible for a delay caused by:

late information, instructions or approval;
a third party;
technical faults outside our control;
illness or emergency;
changes to the agreed work;
late payment; or
events we could not reasonably prevent.

15. Advice and business decisions

Our work relies on the facts and instructions available to us at the time.

You remain responsible for:

all business decisions;
deciding whether to act on our suggestions;
checking that our work suits your business;
checking the accuracy of final work before using or publishing it;
following laws and rules that apply to your business; and
getting legal, tax, financial or other expert advice where needed.

We do not promise a set level of:

sales;
profit;
enquiries;
website traffic;
advertising results;
search engine position;
customer growth; or
any other business result.

Business results depend on many matters outside our control.

16. Websites, marketing and online services

Where our work involves a website, advertising, social media, email marketing or another online service, you remain responsible for:

approving the final wording and images;
checking claims about your products and services;
supplying any legal notices your business needs;
complying with privacy, cookie and marketing rules;
keeping website software and accounts secure;
keeping backups; and
checking the finished work before it goes live.

We will not be responsible for changes made by you, your staff or another supplier after we complete our work.

17. Artificial intelligence and automated tools

We may use suitable software, artificial intelligence and automated tools to help with research, drafting, planning, analysis or administration.

We will remain responsible for the work we supply to you.

You must check and approve final work before using, publishing or relying on it.

You must not supply private, sensitive or confidential data for use with automated tools unless we have agreed how that data will be handled.

18. Third-party services

We may recommend or work with third-party services, such as:

software providers;
web hosts;
payment providers;
advertising platforms;
designers;
printers;
developers; or
other specialists.

Unless we state otherwise in writing, you will contract with and pay those suppliers directly.

We are not responsible for a third party’s acts, failures, prices, terms, system changes, account suspensions, loss of data or service outages.

A recommendation does not guarantee that a third-party service will meet your needs.

19. Intellectual property

You keep ownership of material that you supply to us.

We keep ownership of our existing methods, systems, templates, training material, tools, processes, software, checklists and general business knowledge.

Once you have paid all invoices due, you may use the final work created only for you for the business purpose agreed.

Unless we agree otherwise in writing, you may not sell, licence, copy, publish, teach or give our templates, systems, training material or working files to another person.

Drafts, unused ideas, source files and working notes remain our property unless we agree otherwise.

We may reuse general ideas, skills and knowledge gained while carrying out the work, provided we do not reveal your private information.

20. Confidential information

Each party will keep the other party’s confidential information private and use it only for the agreed work.

This duty does not apply to information that:

is already public;
was lawfully known before it was supplied;
comes lawfully from another source; or
must be disclosed by law.

We may share information with staff, contractors and professional advisers who need it for the work and who must keep it private.

21. Data protection

Each party will follow applicable data protection law.

You are responsible for making sure that you have a lawful reason to give us personal data.

Where needed, we may ask you to enter into a separate data processing agreement.

Our Privacy Notice explains how we use personal information.

22. Liability

Nothing in these terms limits liability where the law does not allow a limit, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to that, we will not be responsible for:

indirect or unexpected loss;
loss of profit, sales or revenue;
loss of savings or opportunity;
loss of business or goodwill;
loss or corruption of data;
damage caused by a third-party service;
a decision you make without suitable expert advice;
changes you make after our work has been supplied; or
loss caused by inaccurate, missing or late information.

Our total liability for any claim linked to the services will not exceed the fees you paid us for the service giving rise to the claim during the three months before the event that caused the claim.

You must take reasonable steps to reduce any loss and tell us promptly when you become aware of a possible claim.

23. Insurance

You remain responsible for holding suitable insurance for your business, staff, systems, property, professional risks, cyber risks and use of our work.

24. Staff and contractors

We may use staff, freelancers, contractors or specialist suppliers to help provide the services.

We will remain responsible for managing the work we supply to you.

During the contract and for six months after it ends, neither party will knowingly employ or directly engage a member of the other party’s staff or regular contractors who worked on the services without written consent.

This does not stop someone from responding to a general public job advert without direct contact or encouragement.

25. Events outside our control

Neither party will be responsible for delay or failure caused by an event outside its reasonable control.

The affected party must tell the other party as soon as reasonably possible and take sensible steps to reduce the effect.

Payment duties for work already supplied will continue.

26. Complaints

Tell us promptly if you are unhappy with our work.

Please send complaints to:

richard@therichardsmith.com

Your complaint should include:

your name and business;
the service concerned;
what went wrong;
any useful dates or documents; and
what you would like us to do.

We will review the complaint and aim to respond within 14 working days.

Raising a complaint does not remove your duty to pay any undisputed invoice.

27. Formal notices

Formal notices under these terms must be in writing.

They may be sent:

by email to richard@therichardsmith.com ; or
by recorded delivery to 20 Gainsborough Road, Crawley, West Sussex, RH10 5LD.

A notice sent by email will be treated as received on the next working day, provided the sender does not receive a delivery failure message.

28. General terms

Neither party may transfer the contract without the other party’s written consent, except as part of a sale or transfer of its business.

A delay in enforcing a right will not mean that the party has given up that right.

If a court finds part of these terms invalid, the rest will continue to apply.

These terms, together with our proposal, quotation or written agreement, form the whole agreement between the parties.

If there is a conflict, the order of priority will be:

a signed written agreement;
our proposal or quotation;
these Terms and Conditions; and
other emails or discussions.

No change will apply unless both parties agree to it in writing.

29. Law and courts

These terms and any dispute connected with them will follow the law of England and Wales.

The courts of England and Wales will have exclusive authority to deal with any dispute.

30. Acceptance

By accepting our proposal, instructing us to begin, making payment or using our services, you confirm that you have read and accepted these Terms and Conditions.