General Terms & Conditions
Regulatory Alignment and Good Practice
These Conditions are designed to reflect current law and established commercial best practice within the United Kingdom. EGIL keeps its contractual terms under regular review and may update them from time to time to reflect changes in applicable law, regulation, or widely adopted government guidance.
Nothing in these Conditions shall be interpreted as requiring compliance with any law or regulation prior to it coming into force. However, where legislative or regulatory changes impact the operation of this Agreement, the parties shall act in good faith to discuss any necessary adjustments.
In using our services, you are agreeing to the following terms and conditions:
1. DEFINITIONS AND INTERPRETATION
1.1 'Conditions' means the terms and conditions set out in this document.
1.2 'EGIL' means Executive Grapevine International Ltd company number 2789779 with registered office at Gate House, Fretherne Road, Welwyn Garden City, AL8 6NS, United Kingdom.
1.3 'Buyer' means the individual firm, company or other party with whom EGIL contracts.
1.4 'Booking Form' means a written or emailed booking form sent to the Buyer by EGIL setting out the Services.
1.5 'Contract' means the legally binding agreement between EGIL and the Buyer arising out of the Buyer's signed Booking Form.
1.6 'Goods' means any goods supplied by EGIL in connection with the Services; 'Services' means the services specified in the Booking Form.
1.7 'Agent' means any individual, company or organisation working on behalf of or alongside EGIL or the Buyer.
1.8 'Database' means the EGIL databases as created and from time to time modified, enhanced or edited by EGIL and to which you have access under this Agreement.
1.9 'Data controller' shall have the same meaning as under the UK GDPR and the UK Data Protection Act 2018.
1.10 'Data Protection Legislation' means the UK GDPR, UK Data Protection Act 2018, the GDPR 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2002, as amended from time to time, and all other applicable privacy and data protection laws and regulations, as well as any guidance and/or codes of practice issued from time to time by the Information Commissioner.
1.11 'IPRs' means all present and future copyright, moral rights, database rights, trademark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.
1.12 'Marks' means all trademarks, service marks, trade names, logos and other branding (whether registered or not) of EGIL or its licensors.
1.13 'Personal Data' shall have the same meaning as under UK GDPR and the UK Data Protection Act 2018.
1.14 'Data' means any database, list or portion of data that is leased by EGIL to the Buyer.
1.15 'Content & Asset Guidelines' means EGIL’s content, asset, editorial and delivery guidelines provided to the Buyer, as updated from time to time.
2. PRICE AND PAYMENT
2.1 The Buyer shall pay for the Products and Services at the times and in the manner specified in the Booking Form.
2.2 Unless otherwise expressly agreed in writing, EGIL shall invoice for the Services in advance of delivery.
2.3 Where no specific payment terms are set out in the Booking Form, all invoices shall be payable in full within 14 days of the invoice date. The Buyer shall not be entitled to make any deduction from any payment due to EGIL in respect of any set-off or counterclaim.
2.4 Orders must be accompanied by a valid Purchase Order Number where required by the Buyer’s accounts department.
2.5 EGIL reserves the right to correct prices and invoices where typographical, clerical or other errors have been made in the Booking Form, quotation, or invoice. All prices are exclusive of Value Added Tax, which shall be payable at the prevailing rate where applicable.
2.6 Orders under £500 must be supported by valid credit or debit card details. EGIL may require advance payment, credit card security, or alternative payment terms for new clients, high-value orders, or where reasonably required for credit risk management.
2.7 Payment via the website may be made by debit or credit card. EGIL uses Stripe or equivalent secure payment providers and does not store card details.
3. PAYMENT STRUCTURE AND COMMERCIAL TERMS
3.1 Any discounted, volume-based or preferential pricing is conditional upon payment being made strictly in accordance with the agreed payment terms.
3.2 EGIL reserves the right to withdraw discounts, apply revised pricing, or re-invoice at standard rates where payment terms are not complied with.
- Where EGIL agrees, at its sole discretion, to permit payment by instalments or staged payments, EGIL may apply a surcharge, revised pricing, or remove any discount to reflect the extended payment terms. Any such adjustments shall be notified in advance and shall form part of the Contract.
- Where the Buyer requests split, staged, or extended invoicing arrangements (other than those expressly agreed in the Booking Form), EGIL reserves the right to apply a surcharge of up to 5% or otherwise adjust pricing to reflect additional administrative and credit risk.
3.3 The payment terms set out in the Booking Form and this Agreement are binding. The Buyer shall not be entitled to vary, defer, or extend payment terms without EGIL’s prior written agreement. Any request to amend payment terms after the Contract has been agreed shall be at EGIL’s sole discretion and may be subject to revised pricing, surcharges, or withdrawal of any discounted or preferential rates.
4. LATE PAYMENT AND ENFORCEMENT
4.1 Payment obligations are a material term of the Contract. Failure to make payment when due shall constitute a material breach.
4.2 Without prejudice to any other rights, EGIL may suspend or withhold performance of the Services immediately where any payment becomes overdue, and shall have no liability for any delay or non-performance resulting from such suspension.
4.3 EGIL shall have no obligation to continue or complete delivery of any Services unless and until all due payments have been received in full.
4.4 Without prejudice to any other rights of EGIL, interest shall accrue automatically on overdue amounts from the due date until payment (whether before or after judgment) at a rate of 8% per annum above the base rate of HSBC Bank Plc.
4.5 For the avoidance of doubt, EGIL reserves all rights to charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time.
4.6 In addition to interest, EGIL shall be entitled to recover fixed compensation and all reasonable costs incurred in recovering overdue sums, including administrative costs, legal fees, and third-party collection charges.
4.7 Failure to adhere to any agreed instalment schedule shall entitle EGIL to:
- demand immediate payment of all outstanding amounts;
- suspend Services; and
- withdraw any discounted or preferential pricing previously applied
5. INVOICE DISUPTES
5.1 The Buyer must notify EGIL in writing of any invoice dispute within 14 days of receipt, providing full details.
5.2 Any undisputed portion of an invoice shall remain payable in full in accordance with the agreed payment terms.
5.3 Failure to raise a dispute within this period shall not prevent interest or compensation accruing on overdue amounts.
6. PAYMENT TERMS BY BUSINESS SIZE
6.1 Where the Buyer is a “large” business and EGIL qualifies as a smaller supplier, EGIL’s policy is that payment periods shall not exceed 60 days from the date of invoice unless otherwise expressly agreed in writing and not deemed unfair under applicable law.
6.2 EGIL reserves the right to determine and approve payment terms on a case-by-case basis and shall not be obliged to agree to extended payment periods.
7. THIRD PARTY CHARGES AND CREDIT CONTROL
7.1 The Buyer may be required to pay charges and fees imposed by third parties (for example, telecommunications providers) in connection with the Services.
7.2 If at any time the Buyer fails to meet EGIL’s reasonable credit requirements, EGIL reserves the right to require advance payment, impose credit limits, amend payment terms, suspend Services, or take such other steps as are reasonably necessary to mitigate credit risk.
8. TERMINATION, CANCELLATIONS & REFUNDS
8.1 EGIL may terminate the Contract immediately by notice if the Buyer breaches any provision which cannot be remedied within 7 days of notice, or if insolvency events occur.
8.2 Upon termination, EGIL shall invoice for any costs incurred and amounts shall be immediately due.
8.3 Where any cancellation, termination, delay, underperformance, or refund request arises as a result of the Buyer failing to provide adequate, accurate, timely, or usable assets, approvals, information, materials, or instructions required for EGIL to perform the Services, EGIL reserves the right to invoice for and retain payment in respect of all Services performed, marketing activity undertaken, third-party costs incurred, and non-cancellable commitments entered into up to the date of termination or cancellation. Any remaining balance may be refunded to the Buyer following deduction of such amounts.
8.4 If EGIL has received a signed Booking Form, the Buyer cannot cancel the order and full payment is due. This includes but is not limited to digital and in-person events, database licenses, email campaigns, and lead generation. EGIL does not give refunds on events or tickets, although substitutions may be allowed.
8.5 We draw your attention to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 for consumer-facing campaigns. Once confirmed, these orders may not be cancelled, and no cooling-off period applies.
8.6 Termination does not affect accrued rights or liabilities, nor relieve the Buyer of payment obligations.
8.7 EGIL may elect to suspend services without liability while payment breaches are remedied or until termination.
9. EGIL'S OBLIGATIONS
9.1 EGIL will provide the Products and Services professionally and in accordance with the Contract.
9.2 Acceptance of advertising or content is not linked to profile data, ranking or coverage in EGIL publications.
9.3 EGIL will use commercially reasonable efforts to meet estimated performance and delivery dates, however all dates, timelines and delivery schedules are estimates only and time shall not be of the essence.
10. Client Obligations, Content Delivery and Campaign Delays
10.1 The Buyer shall supply all copy, creative materials, data, approvals and instructions required for the provision of the Services (“Client Materials”) in accordance with the timescales specified by EGIL.
10.2 All Client Materials shall comply with EGIL’s Content & Asset Guidelines and with all applicable legal, regulatory and industry requirements. The Content & Asset Guidelines form part of the Contract and are incorporated into these Conditions by reference.
10.3 EGIL reserves the right to refuse, reject, suspend or request amendments to any Client Materials which are delivered late, incomplete, misleading, unlawful, non-compliant or, in EGIL’s reasonable opinion, unsuitable for publication or distribution.
10.4 EGIL shall not be liable for any failure to perform the Services, meet delivery dates, volumes or performance estimates where such failure arises directly or indirectly from the Buyer’s delay in supplying Client Materials, approvals or instructions.
10.5 No refund, credit, extension or price reduction shall be due where delay, suspension or under-delivery results from the Buyer’s acts or omissions.
10.6 Where Client Materials are not supplied, are supplied late, or do not meet the required standards, EGIL may, without liability, substitute formats or inventory, reschedule delivery, suspend performance, withdraw any indicative delivery assumptions, projections or estimates, or treat the Services as completed for billing purposes.
10.7 Any amendment to Client Materials following commencement of the Services may be treated as a variation and may result in revised delivery assumptions or additional charges.
10.8 Campaign performance and deliverability depend on audience availability, market conditions, targeting scope, campaign timing, competing market activity, and the suitability of Client Materials.
10.9 Restrictive targeting criteria may materially reduce reachable inventory, lead volume, response rates, engagement levels, or campaign scale.
10.10 EGIL reserves the right to recommend commercially reasonable amendments including revised targeting, revised timelines, revised formats, alternative inventory, or revised delivery assumptions.
10.11 Buyer refusal to accept commercially reasonable amendments shall not constitute failure by EGIL to provide the Services.
10.12 Any audience estimates, delivery projections, campaign assumptions or viability assessments provided prior to contract are indicative only and based on information reasonably available at the time.
11. GDPR, E-Privacy & DATA PROCESSING
11.1 EGIL warrants it will comply with the UK General Data Protection Regulation (UK GDPR), the UK Data Protection Act 2018, the UK Data (Use and Access) Act 2025 (DUAA), the EU General Data Protection Regulation (EU GDPR) 2016/679, and the Privacy and Electronic Communications Regulations (PECR), as amended from time to time.
11.2 You agree to process personal data only in accordance with our live Privacy Policy.
11.3 Each party shall secure personal data, not transfer outside the EEA without permission, and not process without consent or lawful basis.
11.4 Processing outside the EEA requires prior written permission, demonstrating equivalent protection measures.
11.5 Either party may request documentation of technical and organisational security measures at reasonable intervals.
11.6 Breaches of data protection provisions subject breaching party to indemnify losses up to contract value.
11.7 For lead generation, Buyer’s lawful basis is legitimate interests, demonstrable via a Legitimate Interest Assessment, and communications limited to project scope.
12. WARRANTY & LIMITATION OF LIABILITY
12.1 Each party warrants it has authority to enter this Agreement.
12.2 EGIL makes no warranties other than those expressly in the Contract, and disclaims implied warranties on campaign success.
12.3 Except for liability for death or personal injury caused by EGIL’s negligence, EGIL’s liability excludes all indirect or consequential losses.
12.4 EGIL’s maximum liability is the price paid under the Contract.
12.5 EGIL has no liability for Buyer breaches or User terms violations.
12.6 Buyer agrees liability limitations are reasonable and negotiated.
13. FORCE MAJEURE
13.1 Force Majeure means any event or circumstance beyond EGIL’s reasonable control which prevents, delays, or materially affects the performance of its obligations under the Contract, including without limitation acts of God, flood, fire, war, terrorism, civil commotion, governmental action, failure of utilities or telecommunications networks, epidemics or pandemics, and any industrial disputes (whether involving EGIL, its suppliers, or third parties), including but not limited to strikes, lockouts, labour shortages, or disruptions to transport networks (including rail or other public transport services).
13.2 EGIL shall not be liable for any failure, delay, reduced performance, or inability to perform its obligations to the extent caused by a Force Majeure event.
13.3 EGIL shall be entitled, without liability, to suspend, delay, reschedule, modify, or cancel the affected Services, in whole or in part, where performance is impacted by a Force Majeure event.
13.4 Where a Force Majeure event continues for a period of more than 30 days, EGIL reserves the right to terminate the affected Services on written notice without liability, save for amounts already due and payable.
13.5 The Buyer shall not be entitled to any refund, credit, or compensation arising from a Force Majeure event, except where expressly agreed in writing
14. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
14.1 Each party indemnifies the other against third-party IP claims arising from supplied Input Material.
15. GENERAL
15.1 This Agreement confers no exclusivity on the Buyer.
15.2 Amendments require written agreement of both parties.
15.3 No waiver of rights by delay or partial exercise.
15.4 Notices by email deemed received after 48 hours, by post after 10 days.
15.5 Communications addresses per Booking Form and company registered office.
15.6 Binding relationship only; no partnership or joint venture.
15.7 Buyer indemnifies EGIL for liabilities from Buyer Input Material or breach.
15.8 Entire agreement; supersedes prior communications; reliance only on embodied representations.
15.9 Unenforceable provisions severable; remainder stays in effect unless business purpose frustrated.
15.10 Buyer may not assign without EGIL consent.
15.11 No third-party benefit enforceable by non-parties.
15.12 EGIL reserves debt recovery actions in County Court or debt recovery services.
15.13 Disputes referred to arbitration by a single arbitrator appointed by Law Society President if not agreed.
15.14 Governed by English law; non-exclusive jurisdiction of English courts.
Executive Grapevine International Ltd
Registered in England & Wales: 2789779 | VAT: 6259453 20
Gate House, Fretherne Road, Welwyn Garden City, AL8 6NS, United Kingdom | +44 (0)1707 351451
Last reviewed by: Helen Fish, Director, 19 May 2026
| Version | Date | Notes |
| 1.0 | 01 Jan 2020 | Initial publication of terms |
| 1.1 | 15 Apr 2022 | Amended Data Protection references |
| 1.2 | 30 Sep 2023 | Updated Cancellation & Refund provisions |
| 1.3 | 13 Jun 2025 | Added version history, “Last updated” header |
| 1.4 | 17 Dec 2025 | Client Obligations updated |
| 1.5 | 24 Mar 2026 | Good practice guidelines updated for payments to small businesses |
| 1.6 | 19 May 2026 | Campaign performance and deliverability updated |