Our standard terms of engagement for coaching and advisory services.
The Client engages the Consultant to provide coaching and/or advisory services (the “Services”). The scope of the Services, including objectives, format and cadence, will be agreed between the Parties in writing (including by email) before work begins and may be updated from time to time by written agreement. The Services may involve a mixture of face-to-face and remote interactions.
The Consultant will provide the Services with reasonable care and skill, drawing on its relevant experience. The Services are advisory in nature: responsibility for decisions taken by the Client, and for the running of the Client's business, remains with the Client at all times.
The Consultant will charge the Client for the Services at a rate agreed between the Parties (the “Fee”). Unless otherwise agreed in writing, the Consultant will invoice monthly in advance. All Fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
Invoices are payable within 14 days of the invoice date. Without prejudice to any other right or remedy, the Consultant reserves the right to charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily, and may suspend further provision of the Services until outstanding invoices are settled.
The Consultant will be reimbursed for reasonable expenses incurred in connection with providing the Services. Pre-approval in writing is required for any individual expense exceeding £200. Travel will be chargeable from the Consultant's offices in Appleton, Oxfordshire, unless otherwise agreed.
The Fee may be varied by written agreement between the Parties, including in respect of any material change to the scope of the Services.
This Agreement begins when the Services are first delivered and continues until the Services are completed and the Client has made full payment, unless terminated earlier in accordance with this clause.
Either Party may terminate this Agreement for convenience by giving the other Party not less than one month's written notice.
Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement which (if capable of remedy) is not remedied within 14 days of being asked to do so, or if the other Party becomes insolvent or enters into any arrangement with its creditors.
On termination for any reason, the Client will pay for Services properly performed and reasonable expenses properly incurred up to the date of termination. Termination does not affect any rights or liabilities that have accrued prior to the termination date.
Each Party shall keep confidential and not disclose to any third party any confidential information belonging to the other Party, including without limitation information regarding the other Party's business plans, financial information, personnel, clients or pricing (“Confidential Information”), and shall use such Confidential Information only for the purpose of performing its obligations under this Agreement.
This obligation does not apply to information which: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the recipient without any obligation of confidence before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, regulation or a competent authority, provided the disclosing Party notifies the other Party where reasonably practicable to do so.
These confidentiality obligations survive termination of this Agreement.
Each Party shall comply with its obligations under UK data protection law, including the UK GDPR and the Data Protection Act 2018, in respect of any personal data shared in connection with this Agreement. Where the Consultant processes personal data on the Client's behalf, the Parties will agree appropriate terms to reflect the requirements of applicable data protection law.
Any new intellectual property created specifically for, and delivered to, the Client under this Agreement (“Deliverables”) will, on payment of the corresponding Fee, become the property of the Client, who may use it without restriction for its own business purposes.
The Consultant's pre-existing intellectual property, including its coaching methodologies, tools, templates and general know-how, remains the property of the Consultant. To the extent such materials are incorporated into any Deliverable, the Consultant grants the Client a non-exclusive, perpetual licence to use them for its own internal business purposes.
Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.
Subject to the above, the maximum aggregate liability of each Party to the other under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Fees paid by the Client under this Agreement in the 12 months preceding the event giving rise to the claim.
Subject to the first paragraph of this clause, neither Party shall be liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business or goodwill, arising out of or in connection with this Agreement.
To the maximum extent permitted by law, the Services are provided on an advisory basis without warranty of any particular outcome or result.
The Consultant provides the Services as an independent contractor. Nothing in this Agreement creates a relationship of employment, partnership, agency or joint venture between the Parties, and neither Party has authority to bind the other save as expressly set out here.
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from circumstances beyond its reasonable control.
Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, save that the Consultant may assign this Agreement in connection with a sale or reorganisation of its business, provided the level of service to the Client is not materially affected.
Any notice under this Agreement shall be in writing and sent by email or post to the address most recently notified by the relevant Party, and shall be deemed received on the next business day.
If the Client has any concerns about the Services, the Client should raise them with the Consultant as soon as reasonably possible so that they can be discussed and resolved promptly and informally.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, together with any scope agreed in writing under clause 1, constitutes the entire agreement between the Parties in relation to its subject matter. A person who is not a party to this Agreement has no right to enforce any of its terms.
This Agreement is governed by and construed in accordance with the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.