WKD SYSTEMS LTD
Terms & Conditions
Version 1.0 | Effective: March 2026 | Last Reviewed: March 2026
These Terms and Conditions ('Terms') govern the relationship between WKD Systems Ltd ('we', 'us', 'our') and any individual or business ('you', 'the Client') who engages our services, uses our website or interacts with our platforms.
Company name: WKD Systems Ltd
Company number: 03521617
Registered office: Ansdell, Ackenthwaite, Milnthorpe, Cumbria, LA7 7DL
Trading as: Paul Wakefield / WKD Systems
Website: paulwakefield.me
Email: [email protected]
By using our website, completing our Business Pain Relief Assessment, subscribing to our newsletter, or engaging us for services, you agree to be bound by these Terms. If you do not agree, please do not use our services.
In these Terms, the following definitions apply:
'Agreement' means the contract formed between WKD Systems Ltd and the Client, incorporating these Terms and any applicable Statement of Work or proposal.
'Services' means any consultancy, audit, systems implementation, automation, advisory or related services provided by WKD Systems Ltd.
'Statement of Work' or 'SOW' means any written proposal, scope document, or engagement letter setting out the scope, deliverables, timeline and pricing for a specific engagement.
'Deliverables' means any outputs, documents, systems, automations or other materials produced as part of the Services.
'Confidential Information' means any non-public information relating to either party's business, clients, operations or systems disclosed in the course of the engagement.
'Intellectual Property' or 'IP' means all intellectual property rights including copyright, know-how, trade secrets, methodologies, frameworks, templates and processes.
All engagements begin with a written proposal or Statement of Work issued by WKD Systems Ltd. An engagement is confirmed when:
The Client returns a signed copy of the proposal or SOW, or
The Client makes a payment in respect of the agreed services, or
Both parties confirm acceptance in writing (including by email)
These Terms are incorporated into every engagement and prevail over any conflicting terms the Client may seek to impose, unless expressly agreed otherwise in writing.
We will:
Provide the Services described in the relevant SOW with reasonable skill and care
Assign appropriate resources to deliver the agreed scope
Communicate material issues or delays to you promptly
Keep your Confidential Information secure
You agree to:
Provide accurate information reasonably required to deliver the Services
Respond to reasonable requests for feedback, input or approvals in a timely manner
Ensure that any third-party access, credentials or system permissions required are provided as agreed
Pay invoices in accordance with Section 5
Delays caused by your failure to meet these obligations may affect delivery timelines and, where significant, may result in additional charges. We will notify you in advance where this is the case.
Certain resources — including the Business Pain Relief Assessment and the Business Owner Directory listing — are provided free of charge. These are offered as introductory tools and do not create a contractual obligation on either party to enter into a paid engagement.
Results and outputs from the free assessment are provided for informational purposes only. They do not constitute professional advice and should not be relied upon as a substitute for tailored consultancy.
We reserve the right to withdraw or modify free tools at any time without prior notice.
Fees for the Services are as set out in the relevant proposal or SOW. All prices are exclusive of VAT unless otherwise stated. Where we are registered for VAT, VAT will be charged at the applicable rate.
Invoices are due for payment within 14 days of the invoice date unless otherwise agreed in writing
For engagements of £1,500 or above, we may require a deposit of 50% prior to commencement, with the balance due on completion or at agreed milestones
Payment may be made by bank transfer, debit or credit card, or such other method as agreed
If payment is not received by the due date, we reserve the right to:
Suspend delivery of the Services until outstanding amounts are settled
Charge interest on overdue amounts at 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998
Recover reasonable costs of debt collection
We will provide written notice before suspending Services in respect of non-payment.
Any reasonable out-of-pocket expenses incurred in delivering the Services (such as travel, accommodation or third-party software costs) will be charged at cost with prior agreement. We will seek your approval before incurring material expenses.
You may cancel a confirmed engagement by giving written notice to us. The following cancellation terms apply:
More than 14 days before scheduled start: any deposit paid will be refunded in full
7 to 14 days before scheduled start: 50% of any deposit will be refunded
Less than 7 days before scheduled start: no refund of deposit
Cancellation after commencement: fees are payable for all work completed to the date of cancellation. Any deposit will be applied against the outstanding balance.
We reserve the right to cancel an engagement in the following circumstances:
You have materially breached these Terms and have not remedied the breach within 14 days of written notice
You have failed to make payment in accordance with Section 5 and the overdue amount remains unpaid after 28 days
Circumstances arise that make performance impractical or impossible
Where we cancel without cause, we will refund any fees paid for Services not yet delivered.
Where you are contracting as a consumer (i.e. not in the course of a business), you may have a statutory right to cancel within 14 days of entering the agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. We will provide you with information about this right at the point of engagement where applicable.
All methodologies, frameworks, templates, processes, tools and know-how developed by WKD Systems Ltd prior to or independently of any engagement ('Background IP') remain our exclusive property. Nothing in these Terms transfers ownership of our Background IP to you.
Unless expressly agreed otherwise in writing, ownership of Deliverables created specifically for you as part of a paid engagement transfers to you upon receipt of payment in full. Until full payment has been received, all rights in Deliverables remain with WKD Systems Ltd.
Where Deliverables incorporate third-party software, tools or platforms (including GoHighLevel), your use of those components is subject to the relevant third-party terms. We will identify any material third-party components as part of the handover.
Where Background IP is incorporated into Deliverables, we grant you a non-exclusive, non-transferable licence to use that Background IP solely in connection with the Deliverables, for the purposes of your own business operations.
Each party agrees to:
Keep the other party's Confidential Information strictly confidential
Use Confidential Information only for the purpose of performing obligations under the agreement
Not disclose Confidential Information to any third party without the other party's prior written consent, except as required by law or to professional advisers bound by equivalent confidentiality obligations
These obligations survive termination of any engagement for a period of three years. They do not apply to information that is or becomes publicly available other than through a breach of confidence, or that was independently developed without reference to the Confidential Information.
We may refer to you as a client and describe the nature of the services provided in general terms for marketing purposes, unless you expressly request otherwise in writing.
Nothing in these Terms limits or excludes our liability for:
Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Any other liability that cannot be limited or excluded by law
Subject to Section 9.1, we are not liable for:
Indirect, consequential or special losses, including loss of profit, revenue, goodwill, data or opportunity
Losses arising from your failure to follow our recommendations or to implement agreed actions
Losses arising from third-party platforms, tools or services (including GoHighLevel, ScoreApp or Beehiiv)
Business decisions you make based on outputs from the free assessment or any general content we publish
Our total aggregate liability to you in connection with any single engagement shall not exceed the total fees paid to us under that engagement. For free services, our liability shall not exceed £500.
These limitations reflect the nature of consultancy services, the fees charged and the appropriate allocation of risk between the parties.
Each party agrees to comply with applicable data protection legislation in connection with the Services, including the UK GDPR and the Data Protection Act 2018.
We process personal data in accordance with our Privacy Policy (available at paulwakefield.me). Where we process personal data on your behalf as a data processor, we will enter into an appropriate data processing agreement with you.
You are responsible for ensuring that any personal data you share with us has been collected lawfully and that you have appropriate grounds to disclose it to us.
We warrant that:
We have the right to provide the Services and grant any licences described in these Terms
The Services will be provided with reasonable care and skill
We will comply with applicable laws in delivering the Services
We do not warrant that:
The Services will guarantee any specific business outcome, revenue increase or operational result
Any third-party platform or tool recommended or used will remain available, unchanged or uninterrupted
The Business Pain Relief Assessment will identify every issue affecting your business
You warrant that you have authority to enter into this agreement and that the information you provide to us is accurate and complete.
Neither party shall be in breach of these Terms, nor liable for any delay or failure to perform, if such delay or failure results from events, circumstances or causes beyond their reasonable control, including but not limited to: acts of God, pandemic, epidemic, government action, civil unrest, power failure, internet service provider failure or cyber-attack.
The affected party shall notify the other as soon as reasonably practicable and shall take reasonable steps to minimise the impact of the force majeure event. If the event continues for more than 30 days, either party may terminate the affected engagement on written notice, with fees payable for work completed to that date.
Either party may terminate an engagement immediately by written notice if the other:
Commits a material breach of these Terms and (where remediable) fails to remedy it within 14 days of written notice
Becomes insolvent, enters administration, receivership or liquidation, or makes any arrangement with creditors
On termination for any reason:
You will pay for all Services properly performed up to the date of termination
All Confidential Information must be returned or securely destroyed on request
Any provisions that by their nature should survive termination (including Sections 7, 8, 9, 10 and 14) shall continue in force
These Terms and any agreement between us are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
Before commencing any formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may pursue formal resolution.
We are not currently a member of an alternative dispute resolution (ADR) scheme, but remain open to mediation as a means of resolving disputes where appropriate.
These Terms, together with any SOW or proposal, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior discussions, negotiations and representations.
No variation to these Terms is effective unless agreed in writing and signed by both parties.
No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.
If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations in connection with a business transfer or restructuring, subject to notifying you promptly.
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions, unless expressly stated otherwise.
Notices under these Terms should be sent to us in writing by email to [email protected] or by post to Ansdell, Ackenthwaite, Milnthorpe, Cumbria, LA7 7DL. Notices by email are deemed received on the next working day after sending.
Paul Wakefield
WKD Systems Ltd
Ansdell, Ackenthwaite, Milnthorpe, Cumbria, LA7 7DL
Email: [email protected]
Website: paulwakefield.me