NANSEN GREEN LIMITED
TERMS AND CONDITIONS OF BUSINESS
For consultancy, audit, monitoring, training and related services
Version
2026
Legal entity
Nansen Green Limited, a private limited company registered in England and Wales under company number 11283437.
Registered office
71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.
How these terms apply
These Terms apply to Service Agreements, proposals, quotations and orders that refer or link to them.
1. Definitions and interpretation
Term Meaning
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client, you, your
the individual, school, academy trust, local authority, company, charity, organisation or other body purchasing or receiving the Services.
Confidential Information
all confidential, commercially sensitive or proprietary information disclosed by either party, whether before or after the Start Date, including business, operational, pricing, audit, catering, food safety, health and safety, training, procurement and personal information.
Contract
the legally binding contract between Nansen Green Limited and the Client comprising the Service Agreement, these Terms and any documents expressly incorporated by reference.
Deliverables
reports, reviews, audit documents, advice notes, specifications, training materials, menus, templates, action plans, spreadsheets, presentations and other materials produced by Nansen Green Limited for the Client as part of the Services.
Fees
the fees, charges and expenses payable for the Services as set out in the Service Agreement or otherwise agreed in writing.
Nansen Green, we, us, our
Nansen Green Limited, a company registered in England and Wales under company number 11283437.
Premises
any site, kitchen, school, nursery, office, catering facility or other location where the Services are to be performed.
Service Agreement
the signed contract, proposal, order form, quotation, letter of engagement, renewal document, statement of work or other written document that describes the Services and refers to or incorporates these Terms.
Services
the consultancy, audit, food safety, health and safety, kitchen audit, contract monitoring, menu review, catering procurement, training, e-learning, equipment support, project support and related professional services described in the Service Agreement.
Start Date
the date stated in the Service Agreement, or if no date is stated, the date on which we accept the order or begin providing the Services.
References to legislation include that legislation as amended, re-enacted or replaced from time to time. The headings in these Terms are for convenience only and do not affect interpretation.
2. Application of these Terms
1. These Terms apply to all Services provided by Nansen Green Limited to the Client, unless we expressly agree otherwise in writing.
2. The Contract is formed when the Client signs or accepts a Service Agreement, confirms acceptance in writing, issues a purchase order that we accept, or allows us to begin providing the Services.
3. If there is a conflict between these Terms and the Service Agreement, the Service Agreement shall take priority, but only to the extent of the conflict.
4. Any Client terms, purchase order terms or other conditions shall not apply unless expressly accepted by us in writing and signed by a director of Nansen Green Limited.
5. A quotation or proposal is valid for 30 Business Days from the date of issue unless a different validity period is stated.
6. These Terms are intended primarily for business-to-business engagements. Nothing in these Terms limits any rights that cannot lawfully be limited where the Client is acting as a consumer.
3. Services and professional standard
7. We shall provide the Services with reasonable skill and care, in accordance with the Service Agreement and the standards reasonably expected of a competent catering consultancy provider.
8. Unless expressly agreed in writing, dates, timetables and delivery targets are estimates only. Time is not of the essence for performance of the Services.
9. Our advice is based on the information available to us at the time, our site observations, applicable good practice and our professional judgement. The Client remains responsible for operational decisions, implementation, statutory compliance and day-to-day management of its catering, food safety, health and safety and premises arrangements.
10. We do not provide legal, tax, accountancy, employment law, architectural, structural engineering, mechanical and electrical engineering, or insurance broking advice. Any comments in those areas are general observations only and should be checked with the Client’s own professional advisers.
11. Where Services include audit, monitoring, review or inspection, our findings are limited to the areas reviewed, the evidence seen and the conditions present at the time of the visit. A satisfactory audit outcome does not guarantee future compliance or remove the Client’s statutory duties.
12. Where Services involve catering procurement or tender support, the Client remains responsible for complying with its own constitution, financial regulations, procurement rules and any applicable public procurement obligations.
4. Client obligations
13. The Client shall co-operate with us, provide accurate and complete information, and make available all documentation, records, policies, certificates, contracts, menus, allergen information, staff information and other evidence reasonably required for the Services.
14. The Client shall provide safe and timely access to the Premises, relevant staff, kitchens, dining areas, plant rooms, equipment, documentation and IT systems as reasonably required.
15. The Client is responsible for ensuring that the Premises are safe for our personnel and any subcontractors, including compliance with health and safety, safeguarding, fire safety, asbestos, security, parking and site access requirements.
16. The Client shall obtain and maintain all permissions, licences, consents, access approvals and internal authorisations needed for us to provide the Services.
17. If the Client’s act, omission, delay, failure to provide information, unsafe conditions, site access issue, staff unavailability or failure to co-operate prevents or delays the Services, we may suspend performance, charge for wasted time and expenses, and revise any timetable.
18. The Client shall ensure that all decisions, corrective actions and risk controls arising from our advice or reports are reviewed, prioritised and implemented by competent persons within the Client’s organisation.
5. Site visits, audits and consultancy appointments
19. For announced visits, we will agree a visit date or delivery date with the Client. For unannounced audits or mystery monitoring, we may agree a visit window during which attendance may take place without further notice.
20. The Client may request to rearrange a visit by giving written notice, however short notice cancellation may incur a fee.
21. If we are unable to access the Premises, relevant areas, documentation or personnel on arrival, or if the Premises are unsafe, we may treat the visit as cancelled by the Client on less than 2 days’ notice.
22. No refund is due once consultancy, audit or project work has started, except where expressly agreed by us in writing or where required by law.
6. Training and e-learning
23. Training services may include classroom training, in-house training, remote training, workshops, toolbox talks, briefing sessions and e-learning access, as stated in the Service Agreement.
24. Unless the Service Agreement states otherwise, face-to-face or live remote training cancelled by the Client less than 14 days before the course date is chargeable at 50% of the course fee, and cancellation less than 2 Business Days before the course date or non-attendance is chargeable at 100% of the course fee.
25. If we cancel a course, we will either offer an alternative date or refund the course fee paid. We are not liable for the Client’s travel, cover, staffing, accommodation or other consequential costs arising from cancellation, except where such liability cannot lawfully be excluded.
26. E-learning access, once issued or activated, is non-refundable unless required by law or unless the relevant platform fails to provide access for reasons within our control and no reasonable alternative is provided.
27. E-learning access lasts for the period specified in the Service Agreement or confirmation email. If no period is stated, access lasts for 12 months from the date of purchase.
28. Training materials and e-learning content are provided for the Client’s internal training use only and must not be copied, adapted, resold, distributed, uploaded, shared externally or used to train third parties without our written consent.
7. Fees, invoices and payment
29. The Client shall pay the Fees and any agreed expenses in accordance with the Service Agreement.
30. Unless the Service Agreement states otherwise, invoices are payable within 30 days of the invoice date, without set-off, counterclaim, deduction or withholding except as required by law.
31. All Fees are exclusive of VAT unless expressly stated otherwise. VAT shall be added where applicable.
32. If the Client requires a purchase order number, the Client must provide it before the Services begin. Failure to provide a purchase order number does not delay or remove the Client’s obligation to pay a valid invoice.
33. If any invoice is overdue, we may suspend the Services until payment is received, and we may charge statutory interest, fixed-sum compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.
34. Where a Service Agreement is for a fixed term, annual retainer or renewal period, early termination by the Client does not remove the Client’s obligation to pay Fees due for the remainder of the committed term, unless otherwise agreed in writing.
8. Changes to Services
35. Either party may request a change to the scope, timing, deliverables, assumptions or Fees. A change is not binding unless agreed in writing.
36. Where a requested change increases our work, cost, risk or time commitment, we may issue a revised quotation or variation. We are not required to begin the changed work until the variation is accepted.
37. We may make reasonable operational changes to the way the Services are delivered, provided those changes do not materially reduce the overall scope or standard of the Services.
9. Intellectual property and use of Deliverables
38. All intellectual property rights in our pre-existing materials, methodologies, templates, know-how, training materials, audit formats, report structures, tools and generic content remain owned by Nansen Green Limited or our licensors.
39. Subject to payment of all Fees due, we grant the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client’s own internal business, school, trust or organisational purposes.
40. The Client must not copy, publish, sell, adapt, share, license, upload or distribute the Deliverables outside its organisation, except to its professional advisers, regulators, insurers, auditors, local authority, academy trust, school governors, catering contractor or other parties who reasonably need to see them for the Client’s own legitimate purposes.
41. The Client must not remove Nansen Green branding, copyright notices or confidentiality markings from Deliverables without our written consent.
42. The Client warrants that any materials, data, images, logos, documents or information it supplies to us may lawfully be used by us for the purpose of providing the Services, and that doing so will not infringe third-party rights.
10. Confidentiality
43. Each party shall keep the other party’s Confidential Information confidential and shall not disclose it except as permitted by these Terms or required by law, regulation, insurer, auditor, court, public authority or professional adviser.
44. We may disclose Client Confidential Information to our employees, consultants, subcontractors, insurers and professional advisers where they need to know it for the purpose of providing the Services or managing our business, provided they are bound by appropriate confidentiality obligations.
45. Confidentiality obligations do not apply to information that is already public, lawfully received from a third party, independently developed without using Confidential Information, or required to be disclosed by law.
46. This clause survives termination of the Contract.
11. Data protection
47. Each party shall comply with the UK GDPR, the Data Protection Act 2018 and all applicable data protection law.
48. In most engagements, the Client and Nansen Green Limited will each act as independent controllers of any personal data they process for their own purposes. Each party is responsible for its own transparency notices, lawful basis, data minimisation, retention, security and data subject rights obligations.
49. The Client shall ensure that any personal data supplied to us, including staff, pupil, parent, contractor, allergy, training or personnel information, is provided lawfully and is limited to what is necessary for the Services.
50. Where we process personal data as processor on behalf of the Client, the parties shall enter into a separate data processing agreement or written processor schedule containing the mandatory UK GDPR Article 28 terms before that processing begins.
51. We shall apply appropriate technical and organisational measures to protect personal data processed in connection with the Services, taking account of the nature, scope and risk of the processing.
52. Unless the Service Agreement states otherwise, we may retain copies of reports, working papers and correspondence for legitimate business, insurance, legal, audit and record-keeping purposes, subject to our data protection obligations.
12. Publicity, references and case studies
53. We shall not use the Client’s name, logo or identifiable case study for external marketing without the Client’s prior consent, except that we may refer privately to the Client as a current or previous client in tenders, proposals or credentials where reasonably appropriate and not misleading.
54. The Client shall not publish or quote our reports, name, logo or advice in external publicity, media statements or public documents without our prior written consent, except where disclosure is required for governance, audit, statutory, regulatory, insurance or procurement purposes.
13. Personnel, subcontracting and non-solicitation
55. We may use suitably qualified employees, consultants, associates or subcontractors to provide the Services. We remain responsible to the Client for the performance of the Services under the Contract.
56. The Client shall not, without our written consent, directly or indirectly employ, engage or solicit any Nansen Green employee, consultant, associate or subcontractor involved in providing the Services during the Contract or for 12 months after the last date on which that person provided Services to the Client.
57. If the Client breaches the non-solicitation restriction, the Client shall pay us a fee equal to 25% of the person’s first-year gross remuneration or anticipated annual consultancy fees. The parties agree that this is a reasonable pre-estimate of the recruitment, replacement and business disruption costs likely to arise.
14. Anti-bribery, tax evasion and compliance
58. Each party shall comply with all applicable anti-bribery, anti-corruption, anti-fraud, sanctions and tax evasion prevention laws, including the Bribery Act 2010 and the Criminal Finances Act 2017.
59. Neither party shall offer, promise, give, request, agree to receive or accept any bribe, improper payment or improper advantage in connection with the Contract.
60. The Client shall notify us promptly if it becomes aware of any matter connected with the Services that may involve bribery, corruption, fraud, sanctions, tax evasion facilitation or serious regulatory concern.
15. Insurance
61. We shall maintain professional indemnity insurance and public liability insurance at levels we consider appropriate for our business and the Services, subject to market availability and policy terms.
62. Evidence of current insurance may be provided on reasonable request. The existence of insurance does not increase or remove any liability cap or exclusion in these Terms.
63. The Client is responsible for maintaining its own insurance arrangements for its premises, employees, contractors, pupils, service users, catering operations, events and business interruption risks.
16. Liability
64. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of statutory rights that cannot lawfully be limited, or any other liability that cannot lawfully be excluded or limited.
65. Subject to clause 16.1, we shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, loss of contract, loss of business opportunity, or loss arising from the Client’s failure to implement advice or corrective actions.
66. Subject to clause 16.1, our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total Fees paid and payable under the relevant Service Agreement in the 12 months preceding the event giving rise to the claim, unless a different liability cap is expressly stated in the Service Agreement.
67. We are not liable for losses arising from inaccurate, incomplete, misleading or late information supplied by the Client or third parties, site conditions not reasonably apparent during a visit, third-party contractor performance, catering provider decisions, or changes in law, guidance or operational circumstances after our advice is given.
68. The Client shall give us written notice of any claim or potential claim as soon as reasonably practicable and, in any event, within 12 months of the event giving rise to the claim. This does not apply where a shorter or longer period is required by law.
69. The limitations and exclusions in this clause are intended to be reasonable having regard to the nature of the Services, the Fees, the availability and cost of insurance, the Client’s own responsibilities and the parties’ relative ability to manage risk.
17. Term, renewal and termination
70. The Contract starts on the Start Date and continues for the term stated in the Service Agreement. If no term is stated, the Contract continues until the Services are completed or terminated in accordance with these Terms.
71. Either party may terminate the Contract immediately by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice requiring remedy.
72. We may terminate or suspend the Contract immediately by written notice if the Client fails to pay any undisputed overdue invoice, becomes insolvent, enters administration or liquidation, ceases or threatens to cease trading, or undergoes an equivalent event.
73. Where the Service Agreement is for a fixed term, annual retainer or renewal period, the Client may not terminate for convenience before the end of that committed period unless the Service Agreement allows this or we agree in writing.
74. On termination, the Client shall immediately pay all outstanding invoices, Fees for Services performed, committed costs, non-cancellable expenses and any sums due under the Service Agreement for the remainder of a committed term, where applicable.
75. Clauses relating to payment, confidentiality, intellectual property, data protection, liability, non-solicitation, notices, governing law and any other provisions intended to survive shall continue after termination.
18. Complaints and service concerns
76. The Client should raise any concern about the Services promptly in writing, giving reasonable detail and allowing us a fair opportunity to investigate and respond.
77. We will acknowledge written complaints within 7 days and aim to provide a substantive response as soon as reasonably practicable, taking account of the complexity of the matter and any information we need from the Client or third parties.
78. Where we agree that a Deliverable materially fails to meet the Contract standard, our normal remedy shall be to correct, re-perform or supplement the relevant part of the Services within a reasonable time. This does not affect any rights that cannot lawfully be restricted.
19. Force majeure
79. Neither party shall be liable for delay or failure to perform its obligations where caused by events beyond its reasonable control, including extreme weather, fire, flood, epidemic, pandemic, industrial dispute, transport disruption, cyber incident, utility failure, terrorism, war, civil unrest, government action, court order, national emergency or unavailability of key personnel due to serious illness or accident.
80. The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to reduce the impact of the event.
81. If a force majeure event continues for more than 60 days, either party may terminate the affected Services by written notice, without affecting accrued rights or payment obligations for Services already performed.
20. Website, publications and general information
82. Information on our website, brochures, proposals, social media, articles and general publications is provided for general information only and does not form part of the Contract unless expressly incorporated in the Service Agreement.
83. We may update these Terms on our website from time to time. Updated Terms apply to new Service Agreements and renewals after the date of publication, but do not automatically vary an existing Contract unless agreed in writing or required by law.
84. The Client may not copy, reproduce, scrape, republish or commercially exploit our website content, templates, reports or publications without our written consent.
21. Assignment and subcontracting
85. The Client may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under the Contract without our prior written consent.
86. We may assign or transfer the Contract to a successor business or group company, provided this does not materially reduce the Client’s rights under the Contract. We may subcontract performance of the Services in accordance with clause 13.
22. Notices
87. Notices under the Contract must be in writing and sent by hand, first-class post, recorded delivery or email to the addresses stated in the Service Agreement or any replacement address notified in writing.
88. A notice sent by hand is deemed received when delivered. A notice sent by first-class post or recorded delivery is deemed received at 9.00 am on the second Business Day after posting. A notice sent by email is deemed received at the time of transmission, provided no delivery failure notice is received, or if sent outside Business Hours, at 9.00 am on the next Business Day.
89. Formal notices of claim, termination or legal proceedings should also be sent by post to Nansen Green Limited’s registered office unless we have expressly agreed another method in writing.
23. General
90. The Contract constitutes the entire agreement between the parties relating to the Services and supersedes all previous discussions, correspondence, proposals and understandings relating to its subject matter.
91. No variation of the Contract is effective unless agreed in writing by both parties.
92. No failure or delay in exercising any right or remedy shall constitute a waiver of that right or remedy.
93. If any provision of the Contract is found invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, it shall be severed and the remaining provisions shall continue in full force.
94. Except for Nansen Green personnel, advisers, insurers and subcontractors who may benefit from relevant protections in these Terms, a person who is not a party to the Contract shall not have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
24. Governing law and jurisdiction
95. The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales.
96. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including non-contractual disputes or claims.