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Terms & Conditions

Definitions and interpretation

In these terms and conditions, the following definitions apply unless otherwise stated:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Company means Hayward-Zhu Ltd, trading as Pivotal Path – Digital Pathfinders, a company incorporated in England and Wales under company number 12231837, whose registered office is 14 Hollybank Estate, CV9 3ET.
Contract means the agreement between the Company and the Client for the supply of Services, governed by these Terms and the Order.
Client means the individual or business entity purchasing Services from the Company, as detailed in the Order.
Pathfinders refers to consultants appointed by the Company to guide and support Clients through the provision of Services, much like a traditional pathfinder who assists climbers on difficult mountain expeditions.
Sourced Consultant refers to any consultant or contractor sourced by the Company on behalf of the Client, either through direct employment by the Company or through a third-party arrangement.
Force Majeure Event refers to an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs, utility failures, natural disasters, war or civil unrest.
Group Company refers to a subsidiary or holding company of the Company, as defined in section 1159 of the Companies Act 2006.
Intellectual Property Rights refers to all patents, copyrights, trademarks, domain names and other intellectual property rights, whether registered or unregistered.
Order means the order placed by the Client through counter-signing the Company's Order Confirmation form.
Order Confirmation Form refers to a form countersigned by the Client that, together with the relevant Quotation and Proposal documents, forms a binding contract.
Services refers to the services the Company will provide to the Client, as specified in the Order.
Specification refers to the description or specification of the Services in the Order.
Terms refers to these terms and conditions as updated by the Company from time to time.
VAT refers to value-added tax chargeable under English law for the time being.

Where these Terms use words in their singular form, they should also be read to include the plural form and vice versa. Where these Terms use words denoting a specific gender, they should be read to include all genders and vice versa. Headings are for convenience only and do not affect interpretation. References to statutes include those statutes as amended or re-enacted, and any subordinate legislation made under them.

1. Terms and conditions

These Terms apply to all agreements concluded between the Company and the Client, excluding any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Terms and the Order may only be varied by express written agreement between the Company and the Client.

2. The contract

The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client must ensure that the terms of the Order and any relevant Specification are complete and accurate. The Order is deemed accepted when the Company issues written acceptance of the Order, or when the Company begins to provide the Services after receiving the Order, whichever happens first. At that point the Contract comes into existence.

The Contract constitutes the entire agreement between the Company and the Client for the provision of the Services. The Client acknowledges that it has not relied on any statement, promise or representation not set out in the Contract. Any samples, drawings, descriptive matter or advertising are issued only to give an approximate idea of the Services and do not form part of the Contract. A Quotation does not constitute an offer and is valid for 21 Business Days from its date of issue.

3. Company obligations and warranties

The Company warrants that it will provide the Services as stipulated in the Order, using reasonable care and skill, to conform in all material respects with the Specification. The Company will use reasonable endeavours to meet performance dates, which are estimates only; time shall not be of the essence. The Company is not liable for delays caused by a Force Majeure Event or the Client's failure to provide adequate instructions or materials. The Company reserves the right to make changes to the Services to comply with applicable law, and may subcontract or use a Group Company while remaining liable for performance.

3.1 Sourcing consultants

Where the Company sources third-party consultants for the Client's project, the Client agrees that all payments for that work will be made to the Company, and the Company will include a sourcing fee in the final billing. As long as the Company is trading, any future work with that consultant will be done through the Company, with relevant sourcing fees included. The Client agrees not to directly engage or employ any consultant sourced or recommended by the Company within two years of the last day of their contract or product delivery, without prior written agreement. If the Client hires such a consultant, they agree to pay the Company a recruitment fee of 30% of the annual salary offered.

4. Client's obligations and indemnities

The Client must provide reasonable assistance and technical information to facilitate the execution of an Order, bears sole responsibility for the accuracy of information provided, and warrants that its employees have the necessary skills and authority. The Client must approve materials promptly, implement required changes within agreed deadlines, and immediately inform the Company of changes to domain names, websites or technical setups that may affect the Services. If the Client fails to provide required materials or actions within 15 Business Days of request, the Company may invoice for Services supplied and remaining Services, even if undelivered. The Client indemnifies the Company against all liabilities, costs and expenses arising from the Client's advertising, website content or provision of Services that infringe third-party rights or breach confidentiality, contract or defamation laws, and agrees to comply with all relevant laws including data protection laws.

5. Prices

All prices are quoted in Pounds Sterling and exclude VAT and other duties unless stated otherwise. If duties are introduced or changed after the Order, the Company may adjust prices accordingly. Some Services may require licensing of third-party Intellectual Property Rights, and the Client may be required to enter into a licence agreement with such third parties. The Company reserves the right to amend estimates in the event of errors or omissions.

6. Payment

For one-off pre-agreed payments, the Client will accept a written Quotation before work commences, and the Company will invoice on completion. For larger projects, a non-refundable deposit may be required; if the Client abandons the project after work commences, the deposit is not refunded. Invoices must be paid within 14 Business Days of the invoice date, referencing the invoice number, by BACS, CHAPS, cheque or bank transfer. Payments must be made in full without deduction except as required by law. Late payment accrues interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, or at 2% above the base rate of Lloyds Bank Plc, whichever is higher. A £10 administration fee applies per weekly reminder for overdue payments. Late payment is a material breach. Delay by the Client entitles the Company to charge for Services rendered and additional work caused by the delay; expedited timelines may attract additional charges.

7. Delays and complaints

If the Client proves that Services are delayed or not in accordance with the Contract, the Company shall remedy or redeliver at its discretion without undue delay. If the Services still do not conform after reasonable attempts, the Client may cancel the Order provided the breach is material. Complaints must be submitted immediately; if the Client fails to notify the Company within 48 hours (unless the defect is inherently impossible to identify in that time), the Services are deemed accepted. The Company gives no warranties regarding third-party goods and services and is not liable for delays or issues arising from them, its responsibility being limited to selecting providers with reasonable care and skill. The Client's exclusive remedies for late delivery or non-conforming Services are set out in this clause; the final remedy is cancellation, with the Company's sole liability being to refund payments for non-conforming Services, subject to clause 8.

8. Liability

Except as expressly stated, the Company shall have no liability for any loss or damage arising from the provision of the Services. In particular, the Company is not liable for: any indirect or consequential loss; loss of profits, anticipated savings, business opportunities or goodwill; loss of data; or fraudulent clicks on accounts managed by the Company. The Company's total liability under or in connection with the Contract will not exceed the total sum invoiced for the Services.

9. Other limitations of liability

The Company is not liable for downtime, hacking, viruses, disruptions, faulty third-party software, search engines or websites on which a service depends, or other third-party deliveries; remedial work is charged separately. The Company is not liable for changes made without notice by the Client or a third party to domain names, websites, links or technical setup affecting the Services. For SEO, links, advertisements, banners, pay-per-click and analytics, the Company uses reasonable endeavours to follow relevant search-engine guidelines but is not liable for changes to algorithms, criteria, policies or prices, nor for guaranteeing views, positions, traffic, clicks, registrations or purchases, nor for URLs dropped or excluded by a search engine. If the Client does not implement the Company's recommendations, the Company bears no liability for any resulting lack of success.

10. Intellectual property rights

Copyright in proposals and related correspondence belongs to the Company, and the Client agrees not to disclose them to third parties without written permission. Copyright in any document or report produced as part of the Services belongs to the Company; the Client is granted a perpetual licence to use them for its own purposes on condition it does not disclose the findings to third parties (other than associated companies, professional advisors or other authorised parties) without prior written consent, acknowledging the Company as the source. The Client is responsible for ensuring it has the right to use any materials it provides and grants the Company an irrevocable licence to use them for the Services for the duration of the Contract, and indemnifies the Company against claims arising from those materials. Intellectual Property Rights created or used in connection with the Services vest in the Company or the relevant third party, and may not be used, assigned, distributed, copied or forwarded by the Client without separate express written agreement. Any software, scripts or ASP services made available grant only a non-exclusive, personal, non-transferable licence for the duration of the Services. The Client licenses the Company to use its name, logo and figure as a reference on the Company's website and marketing materials while a Client and for 18 months after the Contract terminates.

11. Confidentiality and personal data

Each party agrees to keep the other's confidential information confidential and disclose it only to those who need to know it for the Contract. Each party agrees to comply with its obligations under applicable data protection law, and the Client indemnifies the Company against losses arising from the Client's breaches of data protection or marketing law. Confidentiality obligations continue for five years and do not apply to information that is or becomes public other than through breach, is already lawfully held, is independently developed, or is required to be disclosed by law.

12. Term, termination and assignment

Either party may terminate this agreement at any time by giving not less than 30 days' written notice. Where the Contract provides for a retained fixed-term monthly commitment, it renews automatically for further one-month terms unless either party gives at least 30 days' written notice to expire at the end of a term. Either party may terminate immediately on written notice if the other commits a material breach not remedied within 30 days of notice, or becomes insolvent. The Company may also terminate without notice if its charges are not paid in accordance with these Terms. On termination, each party must return all materials received without undue delay, and the Client must remove any codes from websites. The Client may not assign or transfer its rights or obligations without the Company's prior written consent; the Company may assign or subcontract its rights or obligations.

13. Force majeure

Neither party is liable for a Force Majeure Event. A party affected must promptly inform the other of its start and end. Either party may terminate the Contract without liability by written notice if performance is impeded for more than 6 months due to a Force Majeure Event.

14. Miscellaneous

The Company may modify or discontinue the Services, with or without notice, and is not liable for doing so except for the return of prepaid sums for Services not provided. The Company may provide its Services to third parties during or after providing them to the Client. During the Contract and for 12 months afterwards, the Client agrees not to employ or engage anyone designated by the Company to work on the Services. No failure to enforce a right is a waiver. If any term is found illegal, invalid or unenforceable, it is severed and the remaining Terms continue in force. Any variation must be in writing signed by both parties. A person who is not a party to the Contract has no rights under it. Notices must be in writing to Hayward-Zhu Ltd, 14 Hollybank Estate, CV9 3ET, or such address as the Company advises.

15. Entire agreement

The Contract supersedes any prior agreement, understanding or arrangement between the parties, whether oral or written, and constitutes the entire agreement relating to the Services. Except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are excluded to the fullest extent permitted by law.

16. Law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

GDPR statement

At Hayward-Zhu Ltd, trading as Pivotal Path – Digital Pathfinders, we are committed to protecting your privacy. Any personal data you provide is handled in compliance with UK GDPR and the Data Protection Act 2018. We collect and process personal data only to provide our services, improve our offerings and communicate with you about your project or contract. Your data may be shared with third-party subcontractors and consultants as required for project execution, only where they are GDPR-compliant and handle data securely. We will not sell, lease or distribute your personal data without your explicit consent, unless required by law. You have the right to request access, correction, deletion or restriction. To exercise these rights or raise a concern, contact us at pathfinders+GDPR@pivotalpath.co.uk. We retain personal data only as long as necessary for the purposes collected, including legal, accounting or reporting requirements. For more detail, see our Privacy Policy.

Hayward-Zhu Ltd trading as Pivotal Path – Digital Pathfinders. Last updated: 22 July 2026.