Terms of Engagement (June 2026)

TERMS AND CONDITIONS OF ENGAGING STARRY-EYED PRAGMATICS LIMITED

(A copy of these terms will be provided by email and/or post for your review and confirmation of agreeement to prior to commencing work)

1. About Us & Scope

1.1 Starry-Eyed Pragmatics Limited (“We”, “Us”, “Our”) is registered in England and Wales (Company No. 16106150; Registered Office: c/o Brockhurst Davies Limited, 11 The Office Village, Loughborough, Leicestershire, LE11 1QJ, UK).

1.2 These Terms apply to all coaching, learning & development, and consultancy services we provide to you. In the event of a conflict between these Terms and an Engagement Letter, the Engagement Letter prevails.

1.3 You accept these Terms by counter-signing our Engagement Letter or continuing to instruct us. No other terms (e.g., purchase orders) apply.

1.4 These Terms are governed exclusively by English law and the jurisdiction of the English courts. If any provision is deemed invalid or unenforceable, the remaining terms remain in full force.

2. Our Services & Your Responsibilities

2.1 We will perform services with reasonable care and skill expected of a professional firm of our standing and endeavour to meet agreed timescales.

2.2 We exercise due skill in selecting third-party providers (e.g., coaches or sub-contractors) and, having done so, are not liable for their acts or omissions.

2.3 You must provide timely instructions, information, and documents to allow adequate preparation. If sending critical instructions via un-tracked email/methods, you must verify receipt.

2.4 You must notify us promptly if you wish to suspend or terminate services.

3. Charges, Disbursements & Cancellation

3.1 Fee structures (fixed fees or hourly/daily rates) will be agreed upon in advance. Pre-payment may be requested. Pre-payment on the schedule agreed with you is required for any discounts on multi-session coaching or training/development programmes to apply. Hourly/daily tasks are billed in 30-minute units. Travel time is non-chargeable, but travel expenses are billed as disbursements. We review rates annually at calendar year-end.

3.2 Applicable taxes will be added. (As of June 2026, we are not UK VAT-registered; if required by law to register, we will notify you before updating invoices).

3.3 Disbursements (expenses, psychometrics, travel, accommodation, third-party fees, etc.) incurred in non-GBP currencies will be recharged in GBP at the cost incurred, including bank exchange fees.

3.4 Coaching & Training/Development Programme Cancellations - (excluding public training sessions for sale on our website) (Client/Coachee/Participant Initiated):

> 48 hours’ notice: Rescheduled at no charge.
3 to 48 hours’ notice: Rescheduled at an additional cost of 10% of the session fee (discretionary waiver).

< 3 hours’ notice: Rescheduled at our discretion only (with a 25% surcharge if rescheduled). No refunds/transfers apply if not rescheduled.
No-Show: No rescheduling, refunds, or transfers. Billed in full.

3.5 Refunds (excluding public training sessions/programmes for sale on our website): Payments for individual sessions are non-refundable if the Coachee/Participant terminates or the additional cost indicated in 3.4 above is not paid. Unused balances for multi-session coaching or training/development programmes may be transferred to another programme or Coachee/Participant. Refunds of multi-session coaching or training/development programme are at our discretion, and where discounts have been applied, the refund will take these into account and any used sessions will revert to the full, non-discounted rate. There are no refunds for any disbursements incurred on your behalf, including (but not limited to) psychometric assessments that have been purchased by us and allocated to you in the systems of the psychometric provider, even if they have not been used. If we cancel or reschedule the course at any time, we will transfer your booking, or on your request issue a refund (refund in full if no sessions have been held, or a pro-rata'd refund for the sessions not held in a multi-session course, calculated on a time basis where sessions are not of identical time duration).

3.6 Public training sessions/programmes Cancellations and Refunds - Participants may cancel or reschedule up to 24 hours in advance of the session (for single session bookings) or the first session (for multi-session courses). Cancellations within 24 hours of the session (for single session bookings) or the first session (for multi-session courses) or non-attendance are not eligible for rescheduling or refund, unless the booking was placed less than 14 days before the scheduled session. In exceptional circumstances, rescheduling or refund may be given at our discretion. There are no refunds for any disbursements incurred on your behalf, including (but not limited to) psychometric assessments that have been purchased by us and allocated to you in the systems of the psychometric provider, even if they have not been used.
If we cancel or reschedule the course at any time, we will transfer your booking, or on your request issue a refund (refund in full if no sessions have been held, or a pro-rata'd refund for the sessions not held in a multi-session course, calculated on a time basis where sessions are not of identical time duration).

3.7 Consultancy Terminations: Billed for all work completed up to termination (even if no deliverable has been issued). Pre-payments will be refunded on a pro-rata basis.

4. Invoicing, Payment & Client ID

4.1 Invoices are issued in GBP and payable within 15 calendar days of the invoice date (and strictly before work commences for advance/pre-payment invoices). You remain liable for payment whether acting on your own account or for a third party.

4.2 Overdue balances may incur a suspension of services and interest at 4% above the Bank of England base rate per annum. You consent to appropriate credit checks.

4.3 We may request identity verification to comply with Anti-Money Laundering legislation and may pause services until satisfactory evidence is provided.

5. Communications, Data & Confidentiality

5.1 Electronic communications carry inherent risks; we are not liable for lost, late, intercepted, or corrupted electronic messages.

5.2 Information, advice, and reports are confidential and will not be disclosed except: (a) on your instruction; (b) to sub-contractors, auditors, insurers, legal advisers, or bankers under duty of confidentiality; (c) to medical/legal authorities if imminent harm is threatened; (d) to defend legal proceedings; or (e) where required by law (with advance notice to you where lawful and practical).

5.3 Personal data is processed in accordance with our Privacy Policy (www.starryeyedpragmatics.com/privacy).

5.4 You are responsible for the security of any third-party meeting recording tools you choose to use; we accept no liability for data loss arising from them.

6. IP, Termination & Complaints

6.1 Either party may terminate services at any time. Unbilled work will be invoiced upon termination (payable within 15 days). Accrued rights and surviving terms remain unaffected.

6.2 We retain ownership and copyright of all client records, documents, and materials produced. You receive a license to use them solely for their intended purpose. Records are retained for at least 6 years.

6.3 If you are dissatisfied with our services or invoices, please raise it with us promptly under our complaints process.

7. Limitation of Liability

7.1 Nothing limits liability for death, personal injury caused by negligence, fraud, or liabilities that cannot be limited under English law.

Subject to Clause 7.1, our total liability per project is capped at £1,500,000.
We are not liable for indirect or consequential losses, or any loss of profits, investment, contracts, anticipated savings, or goodwill.

7.2 Neither party is liable for failure or delay caused by events beyond reasonable control (Force Majeure).

8. Notices & Amendments

8.1 Notices must be in writing (English) and sent to info@starryeyedpragmatics.com or our registered office address.

8.2 We may amend these terms by publishing changes online and notifying you. Amendments take effect for new instructions immediately, and for ongoing engagements after 28 days unless you object in writing.