Terms and Conditions of Business

Last Update: September 17^th, 2025

Jump to section:
1. Definitions
2. Commencement and Duration
3. Hierarchy in the Event of Conflict
4. General and ESco Obligations
5. Payment
6. Client Obligations and Client Property
7. Confidentiality
8. TUPE the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended)
9. Delivery
10. Termination
11. Limitation of Liability
12. Indemnity
13. Direct Debit Processing
14. Miscellaneous Provisions

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1. Definitions

In these terms and conditions:

1.1 “Client” shall mean any individual, partnership, company, charitable institution or other body to whom goods, consultancy services or other services are supplied by ESco.

1.2 “Client Property” shall mean any goods, data and/or databases belonging to the Client supplied to ESco for the purposes of the supply of Services by ESco. For the avoidance of doubt, and without prejudice to the generality of the foregoing, “(1) ” shall include any information held by ESco in any computer or other electronic storage system.

1.3 “Contract” shall mean the Contract between ESco and the Client for the provision of the Services, which shall operate on the terms set out in these terms and conditions and any Annexures within the contract document.

1.4 “ESco” shall mean ESco Business Services Ltd whose principal place of business is at Trinity House, Sculpins Lane, Wethersfield, Braintree, Essex CM7 4AY and whose company number is 03108910.

1.5 “Fees” shall mean the fees payable by the Client to ESco for the provision of the Services.

1.6 “Goods” shall mean any goods supplied by ESco.

1.7 “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world.

1.8 “Services” shall mean any service supplied by ESco, including those set out within the contract document.

2. Commencement and Duration

The Contract shall commence on the Commencement Date and continue for the duration set out within the contract document.

3. Hierarchy in the Event of Conflict

If there is any inconsistency between any provision of these Terms and Conditions for Business, and the Contract document, these Terms of Business shall prevail and the following order of precedence shall apply: (1) Terms and Conditions for Business, (2) Financial Conditions within the Contract, (3) GDPR Data Processing Agreement, and (4) Services within the Contract.

4. General and ESco Obligations

4.1 All contracts for the supply of Services or for the supply of Goods shall be subject to these Terms and Conditions of Business. Any terms and conditions of the Client, included in any order or other document submitted, shall have no effect to the Contract and shall not be binding on ESco.

4.2 ESco shall use reasonable endeavours to manage and supply the Services, and deliver any deliverables to the Client, in accordance with the Contract in all material respects.

4.3 ESco shall use reasonable endeavours to meet any performance delivery dates for the Services and/or Goods specified herein but any such dates shall be estimates only and time for performance by ESco shall not be of the essence of the Contract.

4.4 ESco shall appoint a director or a manager for the delivery of the Services under the Contract at its discretion. ESco may replace that person from time to time where reasonably necessary in the interests of ESco’s business. Only directors shall have authority to contractually bind ESco on any matters relating to the Services (including by signing agreed variations in accordance with the Variation clause below).

5. Payment

5.1 Any quotation provided to the Client by ESco shall remain valid for thirty (30) days and shall expire thereafter. The Client must enquire with ESco for a new quote after expiry of the relevant term.

5.2 Unless otherwise agreed in writing by the parties, the price quoted by ESco for Goods and/or Services is exclusive of VAT or any similar tax (which will be charged at the rate in force at the date of invoice) and exclusive of the cost of stationery, lists, postage, delivery of Goods to and/or collection of Client Property from the Client, which items will be charged as extras and detailed in the Contract (Financial).

5.3 ESco reserves the right to review the Fees periodically (normally annually or when circumstances change) and increase prices in line with the ONS calculated CPI rate of inflation. Any such increased prices will not take effect until the next anniversary of the Commencement Date. Please note that warehouse prices are reviewed separately from other prices shown in the Contract and are therefore not normally reviewed at the same point in the year. Pack prices are reviewed to take effect from 1st January each year and in normal circumstances, those prices will hold for twelve (12) months.

5.4 Without prejudice to clause 5.3, ESco may review the Fees on 30 days’ notice to the Client if there is an increase of 10% or more to ESco’s costs of manufacturing the Goods or supplying the Services.

5.5 Unless the parties have agreed in writing that payment shall be due on or before delivery, the Client shall pay ESco within thirty (30) days from the date of invoice. Late payment of an invoice shall render all other outstanding invoices immediately due. Payment for postage is normally required in advance or on date of invoice.

5.6 If any payment due to ESco is overdue then, in addition to any other right or remedy available to it, ESco shall be entitled to charge interest. Interest will be calculated from the date upon which payment of such sum became due until judgment (or receipt of all settled sums) and shall be calculated at the rate provided from time to time by the Late Payment of Commercial Debts (Interest) Act 1998. ESco shall be entitled to suspend further performance of the Services, until the Client pays the overdue sum (together with any interest) in full.

5.7 The Client shall not be entitled to withhold, suspend or set off against payments for Goods and/or Services supplied by ESco, for any reason whatsoever.

5.8 In relation to any Goods provided under the contract, title to those Goods shall not pass to the Client until ESco has received payment of all sums due in connection with any Goods supplied or to be supplied by ESco.

5.9 Any disputes relating to invoices, prices or payments due shall be resolved in accordance with the Dispute Resolution clause set out below.

6. Client Obligations and Client Property

6.1 The Client shall co-operate fully with ESco and provide to ESco such information and assistance as ESco may require in order to perform the Services, including but not limited to:

Providing ESco (its agents, subcontractors, consultants and employees) in a timely manner and at no charge, access to the Client’s data and other facilities as reasonably required by ESco; and
Providing ESco in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required or otherwise reasonably required by ESco in connection with the Services and ensure that they are accurate and complete.

6.2 All right title and interest in, and to, the copyright in the Client Property shall remain with the Client. ESco shall not reproduce, adopt, translate, arrange or make available to any third party any part of the Client Property or use such Client Property for any commercial purpose (including trading or building commercial databases and reselling or redistributing the Client Property) except to the extent required to perform the Services or as permitted by law.

6.3 All right title interest in, and to, the copyright, design rights, trade marks, patents and other Intellectual Property Rights (whether registered or unregistered) created, developed, subsisting or used in or in connection with the Services shall belong to ESco.

6.4 All Client Property must conform with the specific rules on list and database practice in the British Codes of Advertising and Sales Promotion. ESco reserves the right to refuse to mail any mailing pieces provided that do not, in ESco’s reasonable opinion, comply with the British Codes of Advertising and Sales Promotion.

6.5 The Client shall indemnify ESco in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ESco arising out of or in connection with any claim brought against ESco for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with the Client Property.

6.6 The risk in all Client Property held by ESco on the Client’s behalf shall remain with the Client.

6.7 ESco is committed to protecting your privacy in accordance with the Data Protection Act 2018 (the ‘Act’) and the UK General Data Protection Regulation (the ‘UK GDPR’). Further information is available within our Privacy Policy available here: www.esco.co.uk/privacy.

7. Confidentiality

7.1 In this clause “Confidential Information” shall mean all information relating to either party’s clients and/or customers (including without limitation Personal Data – as defined by the Data Protection Act 2018 – of such clients and customers), current or projected financial or trading situations, business plans, business strategies, developments and all other information relating to either party’s business affairs including all other information of a confidential nature imparted during the term of the Contract (or coming into existence as a result of the parties’ obligations under the Contract). This clause shall survive the expiry or termination of the Contract for any reason.

7.2 During the course of the Contract, and for a period of five (5) years after completion of the Services or earlier termination of the Contract, each party agrees: (1) not to use any Confidential Information obtained from or disclosed to it by the other party other than for the purposes of carrying out its duties under the Contract; (2) not to disclose any Confidential Information to any third party without consent of the disclosing party; (3) not to use any Confidential Information to procure a commercial advantage over the other party; and (4) to
inform its employees, agents, contractors, sub-contractors and consultants of the terms of these obligations relating to Confidential Information and oblige such employees, agents, contractors, sub-contractors and consultants to comply with these obligations.

7.3 To the extent permitted by applicable law, ESco shall promptly notify the Client if any Confidential Information is required by law to be disclosed by ESco or any other person receiving it from ESco under or pursuant to the Contract and shall co-operate with the Client regarding the manner of such disclosure (but without prejudice to any obligation to comply with any law). The obligations of confidentiality shall not apply to any information which:

is or becomes generally known to third parties (other than as a result of a breach of the provisions of the Contract);
is already lawfully in, or which comes lawfully into, ESco’s possession other than under the Contract; or
is independently developed by ESco without reference to the Confidential Information.

8. TUPE the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended)

8.1 The Client hereby indemnifies and shall keep ESco indemnified against all costs, damages, compensation, fines, claims, losses, expenses (including professional advisor fees) and any other liabilities arising out of or in connection with any claim by any employee of the Client arising from or relating to their employment or the termination of their employment with the Client and for which by virtue of TUPE ESco might be or will be deemed to be liable.

9. Delivery

9.1 Unless otherwise expressly agreed in writing, ESco shall procure the supply of the Services to the destination or destinations specified in any quotation or acceptance of order. The Client shall bear and there shall be added to the invoice price all costs including postage, packing, transport and insurance incurred by ESco in effecting delivery. ESco reserves the right to use any carrier, transporter or other means of delivery at their discretion, unless otherwise agreed in writing between the parties.

9.2 ESco will endeavour to effect supply of the Services in accordance with any requirements specified by the Client but supply of Services shall not be of the essence of the Contract and ESco shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery of Goods and/or supply of Services within such period or otherwise.

10. Termination

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract on giving not less than six months’ written notice to the other party.

10.2 In the event of termination of the Contract by the Client with less than six (6) months’ notice ESco shall be entitled to submit to the Client (and the Client shall within fourteen (14) days of receiving such an invoice pay) an invoice for the Fees due to be paid to ESco, taking into account the Fees which ESco would have charged during the six months’ notice period.

10.3 ESco shall calculate the invoice under clause 10.2 by reference to an average of actual invoices paid by the Client in the preceding twelve (12) months or where the Contract has run for less than twelve (12) months the average of the total invoices raised.

10.4 The Client may terminate the Contract by giving to ESco written notice of termination if ESco commits a breach of the terms of the Contract and fails to remedy that breach within ninety (90) days of being given a notice in writing identifying the breach, requiring it to be remedied and referring to this Clause 10.4.

10.5 ESco may by notice to the Client terminate all or any part of the Contract forthwith in the event that:

the Client is in breach of any of the Contract; or
the Client infringes any Intellectual Property Rights of ESco in any manner whatsoever; or
the Client exceeds any credit limit imposed by ESco; or
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with, the winding up of the Client (other than for the sole purpose of a scheme for a solvent amalgamation of the party with one or more other companies or the solvent reconstruction of such party); or
an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is served or, an administrator is appointed over the Client or an application is made to court; or
the Client makes a proposal for or enters into any compromise or arrangement with its creditors (other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the affected party with one or more other companies or the solvent reconstruction of the affected party); or
the party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; or
the client does anything that could, in ESco’s opinion (acting reasonably), damage or threaten to damage the reputation of ESco.

10.6 Termination of the Contract in any manner whatsoever shall be without prejudice to the rights of either party accrued as at the date of termination and termination shall not affect any provision of the Contract which, in order to give full effect to its meaning, needs to survive such termination (and all such provisions shall survive such termination to the extent necessary to give full effect to their meanings).

10.7 In the event of termination of the Contract by ESco pursuant to this Clause 10:

ESco shall return the Client Property to the Client as soon as reasonably practicable;
ESco shall be entitled to remove and/or destroy any Client Property not collected from ESco by the Client within thirty (30) days of written notice of termination served on the Client by ESco;
ESco shall be entitled to submit to the Client (and the Client shall within fourteen (14) days of receiving such invoice pay) an invoice for the Fees due to be paid to ESco, taking into account the Services that have been provided or costs already incurred by ESco which cannot reasonably be cancelled, prior to termination.

10.8 Termination Project Fees

Where either party gives notice to terminate this Contract for any reason, ESco shall be entitled to charge the Client Termination Project Fees to cover the reasonable costs of managing the Client’s exit from ESco’s services. Such costs may include, without limitation, project management time, data export and handover activities, liaison and communications with the Client or its appointed replacement supplier, and other administrative tasks required to facilitate an orderly transition.
The level of project exit fees will be determined by ESco at the point of exit based on the scope of work required and shall be notified in writing to the Client.
ESco reserves the right to withhold completion of any exit or handover activities until reasonable assurance of payment of the applicable project exit fees has been received from the Client.
For the avoidance of doubt, project exit fees are separate from, and in addition to, any Fees, charges, or other sums due under this Contract (including any amounts payable under clauses 10.1–10.7).

11. Limitation of Liability

11.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.2 ESco shall not be liable in any manner whatsoever to the Client or to any party claiming through the Client or to any other party in respect of:

any loss of revenue, loss of customers, loss of any particular market or loss of general business reputation suffered by the Client; or
any loss or damage suffered by the Client in relation to the processing of any direct debit transaction or transactions by ESco on behalf of the Client.

11.3 ESco shall not be liable in any manner whatsoever for any breach of contract or delay in performance of its obligations insofar as such breach or delay arises by reason of circumstances beyond its reasonable control (“Force Majeure”). For the avoidance of doubt any breach or delay by ESco due to lock-out, strike or other action taken by employees of ESco in contemplation or furtherance of a trade dispute, accident, illness or mechanical breakdown shall be deemed to be beyond the reasonable control of ESco. ESco shall not be liable for any failure to perform any of its obligations under the Contract where such failure is caused (whether solely or partly) by the Client’s failure to perform any of the Client’s obligations under the Contract.

11.4 Notwithstanding other provisions in the Contract that purport to exclude or limit ESco’s liability, if ESco is found liable to the Client in excess of liability expressly accepted by ESco, then ESco’s liability to the Client, in contract in tort or otherwise, arising out of or in connection with the Contract, shall be limited to the Fees paid by the Client for the Services in the preceding twelve (12) month period.

11.5 Neither party excludes or limits its liability in negligence for death or personal injury, or for fraud or wilful default or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or unenforceable by law.

12. Indemnity

12.1 The Client shall indemnify ESco against all liability to third parties including costs, charges, penalties, fines, damages, liabilities and expenses which ESco may incur or suffer in connection with:

defamatory, obscene, indecent or offensive material contained within any Goods, Client Property or any other items which ESco are requested by the Client to produce, despatch, store or post; and/or
any injury to or the death of any person, or damage to any property movable or immovable by reason of or arising from any act of negligence, omission or default of the Client or the Client’s agents or employees; and/or
the infringement whether in design or by description or in any other matter of the rights or property of any third party caused by the production and/or delivery of Goods and/or the supply of Services by ESco at the request of the Client and/or the use of Goods and/or Services by the Client and any third party or parties.

13. Direct Debit Processing

13.1 In respect of BACS Direct Debit processing undertaken by ESco on behalf of the Client:

ESco will ensure that all Direct Debit instructions are modulus checked and verified before submitting to BACS
ESco will undertake the preparation of the Client’s subscribers’ payments as defined in the Service Level Agreement with the Client;
ESco will advise the Client if the total value of payments exceeds the limits negotiated with the Client’s BACS sponsor; the Client will then be responsible for any re-negotiation with their BACS sponsor and ESco will not be obliged to submit such requests;
ESco will receive the BACS Input Report unless otherwise arranged by the Client, and will be responsible for checking the totals contained therein are correct and that the report is received when due;
ESco will process, and where applicable, action the ARUDD, AUDDIS, ADDACS and DDICA on behalf of the client
ESco will handle any rejected or adjusted records identified in the BACS Input Report in accordance with the Service Level Agreement for subscription management previously agreed with the Client;
ESco will immediately advise the Client of any errors in the BACS Input Report; the Client must in turn immediately notify their BACS Sponsor;
The Client will ensure that they have added ESco (B20544) and Bottomline (B60684) as their BACS bureau with their sponsoring bank. Bottomline will provide contingency services in case ESco are unable to process for whatever reason;
The Client will not add any of ESco’s staff as primary security contacts (PSC & AC) on the Client’s service user number (SUN).
Should the Client no longer require ESco’s services, it is the Client’s responsibility to contact their sponsoring bank to unlink their Service User Number (SUN) from ESco’s bureau number (B20544) and Bottomline (B60684) within one (1) month after the Contract has ended and to confirm to ESco in writing that this has been done.

14. Miscellaneous Provisions

14.1 Entire Agreement

The Contract (including the documents and Annexures referred to within it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Any variation of the Contract shall be binding only if made in writing and agreed to in writing by duly authorised representative of each party.

14.2 Assignment

Neither party may assign, sub-contract or delegate its rights or obligations under the Contract without the written consent of the other, which shall not be unreasonably withheld or delayed.

14.3 Third Party Rights

The Contract is not intended to confer a benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise and no third party shall have any right to enforce any of the provisions of the Contract.

14.4 Severance

If any provision or part of a provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, in restraint of trade or otherwise unenforceable it shall to the extent of such illegality, invalidity, restraint of trade or unenforceability be deemed severable and the remaining provisions of the Contract shall continue in full force and effect.

14.5 Waiver

A Waiver of any right or remedy under the Contract or by law is only effective if given and shall not be deemed a waiver of any subsequent right or remedy. Failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

14.6 Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their duly authorised representatives).

14.7 Telephone Call Recordings

Subject to compliance with its Privacy Policy as referred to above, ESco may record telephone calls for quality monitoring and training purposes.

14.8 Payment Card Industry Data Security Standard (PCI DSS) Compliance

ESco maintain Level 2 PCI DSS Service Provider Compliance in accordance with SAQ-D v4.0.1, for all aspects of our payment processing operations – eCommerce and through the customer service team. ASV Scan results and an annual Attestation of Compliance are available to our clients for they own quarterly and annual compliance submissions.

Note that ESco’s PCI DSS Compliance does not extend to any other parties’ separate card payment processing operations that they may operate independent of the ESco platforms (including – but not limited to – alternative eCommerce sites, PDQ or ePOS machines, ‘in-person’ activities etc).

14.9 Partnership or Agency

Nothing in the Contract , implies or evidences any partnership or joint venture between the parties, or the relationship between them of principal and agent. Neither party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other.

14.10 Dispute Resolution

Either party may notify the other party in writing of the occurrence of a dispute and establish a mutually convenient time and place to discuss the dispute. In any event, the meeting will occur within a reasonable period of time after the notice of dispute and in any event, no later than fourteen (14) days after notice of dispute. Where a dispute arises, the parties shall (each acting in good faith and reasonably and through their authorised representatives) attempt to settle the dispute at the initial meeting. If the authorised representatives are unable to resolve the dispute within seven (7) days following the initial meeting then the dispute shall be escalated to the Managing Director for ESco and the Managing Director for the Client who, at either party’s option, shall convene a further meeting as soon as is reasonably practicable to resolve the dispute. If the Managing Director for ESco and the Managing Director for the Client are unable to resolve the dispute then the dispute may, at either party’s option, be referred to mediation (in accordance with the clause set out below) for resolution.

14.11 Mediation

“CEDR” means the Centre for Effective Dispute Resolution in London, United Kingdom;
“CEDR Model Mediation Procedure” means the CEDR’s model mediation procedure as updated from time to time;
“Mediation” means mediation in accordance with the CEDR Model Mediation Procedure.

If either party refers the dispute to Mediation then:

any costs of CEDR and/or the appointed mediator shall be shared equally by the parties, but each party shall otherwise be responsible for its own costs of Mediation;
the parties’ respective obligations under the Contract shall continue unaffected;
the mediator will be nominated by CEDR;
the parties shall meet the mediator within fourteen (14) days of their appointment to agree the procedures applicable to the Mediation (including with respect to negotiations and information exchange);
unless otherwise agreed, all negotiations connected with the dispute and any settlement shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings;
if the parties agree to settle the dispute as a result of the Mediation then such settlement shall be in writing and shall become binding on the parties once executed by their duly authorised representatives or as otherwise described in the settlement agreement; and
if the parties fail to settle the dispute (or to agree terms on which the dispute will be settled) within one hundred and twenty (120) days of the mediator being appointed, or such longer period as may be agreed by the parties, then the dispute may be referred to the courts of England in accordance with the Agreement.

14.12 Governing Law and Jurisdiction

The Contract shall be governed by and construed in accordance with English law and both ESco and the Client submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising out of or relating to the Contract (including disputes in relation to the formation of the Contract).