Terms of Engagement (April 2025)

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

1.1 Starry-Eyed Pragmatics Limited (‘We’, ‘Us’, ‘Our’) is registered in England and Wales under company number 16106150. We have our registered office at c/o Brockhurst Davies Limited, 11 The Office Village, Loughborough, Leicestershire, LE11 1QJ, United Kingdom. We provide coaching and consultancy services on a wide geographical basis.

2. The Terms of Our Agreement With You

2.1 The terms set out in this document (as varied, where applicable, by the terms of our general (or any specific) engagement letter with you) shall apply to all work undertaken for you. If there is a conflict between the terms outlined in this document and those outlined in an engagement letter, the terms in the engagement letter will prevail.

2.2 You accept these terms either by counter-signing our engagement letter or by continuing to instruct us. No other terms (including, for example, any terms that you include or refer to on a purchase order sent to us) will apply to our work for you.

2.3 Our agreement with you shall be governed by and interpreted in accordance with English law. Any dispute between you and us in relation to the agreement will be dealt with exclusively by the English courts.

2.4 If any of these terms is found to be invalid or unenforceable for any reason, the term in question shall be considered deleted, and the remainder of the terms shall continue unaffected. If the invalidity or unenforceability affects only a part of a term, the relevant part of the term will be deleted, and the remainder of that term, together with the other terms, will continue unaffected.

3. Our Services

3.1 We will provide our services to that standard of skill and care that would reasonably be expected of a professional firm of our standing and reputation.

3.2 We will endeavour to provide our services in accordance with any timescales agreed in writing with you.

3.3 If, to provide any services to you, we need to engage other service providers (for example, coaches, consultants, or other professional advisors), we will exercise professional skill and care in selecting advisers who should have the skills and expertise required for the relevant service. Provided we have done so, we will not be liable for any acts or omissions of those service providers.

3,4 Under section 13 below, we will not be in breach of our contract with you if we are obliged by law to modify or discontinue the provision of services to you.

4. Your responsibilities

4. 1 You must ensure that, where we request instructions, information, and/or documentation to undertake work for you, we receive your instructions in a timely manner ahead of the project to be undertaken, allowing adequate time for preparation and logistical arrangements for each task and project.

4.2 If a message is sent by email or any means other than registered mail or a tracked courier service, you should verify receipt if we have not acknowledged its receipt within a reasonable timeframe. This is particularly important when you have set a specific deadline for the work to be undertaken.

4.3 You must notify us as soon as possible if you no longer wish us to provide any services, whether generally or in relation to a specific project.

5. Charges

5.1 Our charges will be agreed upon in advance of commencing a project or task for you. Our charges will be:

(a) An agreed-upon fixed cost per service undertaken, for example, but not limited to per coaching session, per coaching programme, or consultancy project;

(b) An agreed-upon hourly or daily charge multiplied by the time spent providing services to you.

For paragraph (b), time spent on any particular task is measured in complete or partially complete units of 30 minutes. Chargeable time under hourly or daily rates includes time spent undertaking any travel reasonably necessary for the provision of the services.

5.2 We typically review these charges and rates at the end of each financial year for our business (currently March).

5.3 We will add to our charges and disbursements any applicable taxes at the appropriate rate. As of April 2025, we are not required to be UK VAT registered and so do not charge UK VAT. Should it become a legal requirement for us to become VAT registered, we will undertake the necessary action to do so, and notify you ahead of any change in our invoicing.

5.4 In addition to our charges, we will invoice you for agreed disbursements (that, is to say, expenses) that we reasonably incur in connection with our provisions of services to you, including, without limitation, psychometric assessment fees, materials provision, necessary service provider fees, travel, accommodation and subsistence expenses.

5.5 In completing our work for you, we may incur and invoice charges in a currency other than our functional currency, which is GB pounds (GBP). We will invoice you for the exact amount we have incurred in GBP, which will, therefore include any currency exchange conversion costs incurred through our bank.

5.6 Where an organisation contracts us to provide Coaching Services to an individual (Coachee), the organisation will be liable for any cancellation charges that are incurred. Our cancellation policy and charges are:

(a) If more than 48 hours' notice is provided, we will reschedule the meeting at no additional charge.

(b) If notice is provided between 3 hours and 48 hours before the scheduled meeting, we will reschedule the meeting at an additional cost of 10% of the meeting's original cost. This additional cost may be waived at our discretion.

(c) If less than 3 hours' notice is provided, we will reschedule the meeting only at our discretion. If the meeting is not rescheduled there will be no refund or transfer of any pre-payment, and we will issue an invoice if pre-payment had not been requested. If the meeting is rescheduled, there will be an additional cost of 25% of the meeting's original cost. This additional cost may be waived at the discretion of the Coach.

(d) If the Client provides no notice and is a “No-Show”, the Coach will not reschedule the meeting, and there will be no refund or transfer of any pre-payment, and we will issue an invoice if pre-payment had not been requested.

5.7 Where we are engaged to provide Coaching Services, we have a No-Refund Policy, which applies when the Coachee initiates a request to terminate the Coaching Services. We will, on request, transfer pre-payments received for unused time to another coaching programme or Coachee. If we are unable to provide Coaching Services for reasons unrelated to you and/or the Coachee, we will provide a refund or transfer pre-payments received for unused time to another coaching programme or to a different Coachee.

5.8 Where we are engaged in providing Consultancy Services and are instructed to terminate work on a project before it is completed, we will charge for the work undertaken before termination of the project. Where pre-payment has been received, we will provide a pro-rata refund calculated based on the proportion of the project that has been undertaken. In all cases, charges will apply for work undertaken, even if no work product (draft or otherwise) has been delivered to you at the time of project termination.

6. Invoicing and Payment

6.1 Unless otherwise agreed with you in writing:

(a) we will issue invoices for our charges and disbursements at any time after we have provided the services to which the charges or disbursements relate;

(b) we may request payment in advance (through a pre-payment invoice) and in particular if the work we will be conducting for you will require our incurring significant disbursement costs (e.g., but not limited to, psychometric assessment fees);

(d) you must pay each of our invoices within 15 days of the invoice date and in any event, for pre-payment invoices before the work commences.

6.2 For the avoidance of doubt, you are liable for the payment of our charges and disbursements whether or not you instruct us on your own account or you engage us on behalf of a third party.

6.3 If you fail to pay an invoice in full by the due date, then, in addition to any other remedies that we may have under section 8 of these terms, we may:

(a) cease to provide any services to you until the invoice has been paid in full;

(b) charge interest on the overdue sum from the due date until the date of payment at an annual rate equal to the Bank of England bank rate in force during that period plus 4%.

6.4 If you are unhappy with any invoice and we are unable to resolve the cause of your dissatisfaction, you may use our complaints procedure, detailed in Section 12 below.

6.5 You consent to our performance and retention of appropriate credit references.

7. Identification of our client

7.1 To fulfill our obligations under relevant legislation, including laws related to money laundering and terrorism, we may require evidence of your identity (or, if you are a corporate entity, the identities of your directors and ultimate owners).

7.2 We may obtain such evidence from you and databases held by third parties. You agree to our obtaining and holding such evidence to identify you and, if applicable, the other persons referred to in paragraph 7.1 above.

7.3 You acknowledge that we may be unable to provide services to you until satisfactory identification evidence has been obtained and may need to suspend the provision of services if such evidence becomes outdated and is not timely updated in response to our request.

8. Communications, Confidentiality and Data Privacy

8.1 You agree that we may communicate with you by email and other electronic means and acknowledge that we cannot guarantee the security of such communications, even when they are encrypted. We will consequently not be liable to you (whether in contract, negligence or otherwise) for any loss or damage that you may suffer as a result of any such communications not being received by you, being received late or in corrupted form or being seen by an unauthorised person.

8.2 Except as set out in this paragraph (8.2), we will maintain the confidentiality of the information you provide to us and any advice or reports we prepare for you. We may, however, disclose such information, advice or reports:

(a) in accordance with your instructions;

(b) to other service providers whom we need to engage in order to provide any services to you;

(c) to appropriate medical or legal authorities in the event that we believe that any individual is in danger of imminent harm;

(d) to our governing bodies, auditors, insurers, other advisers and bankers;

(e) to the extent that such disclosure is required by law;

(f) to the extent necessary to defend ourselves in any actual or threatened legal, civil, or regulatory proceedings.

8.3 In the event of any disclosure by us under paragraphs (b) and (d) of paragraph 8.2, we will ensure that the recipient of the information, advice, or report has a duty to maintain the confidentiality of the same. If we are required by law to make a disclosure (paragraph (e) of paragraph 8.2), we will, to the extent lawful and reasonably practicable, notify you in advance of the proposed disclosure and, in any event, inform the relevant authority that what is being disclosed is your confidential information.

8.4 In the case of any disclosure by us under paragraph (c) of paragraph 8.2, we will endeavour to notify you of the disclosure before it is made, but will not delay making such a disclosure in the event that we are unable to disclose to you in advance.

8.5 If you have provided personal data to us, you agree that we may use and possess this data in order to:

(a) provide services to you;

(b) process your payment for our services;

(c) We will inform you about other services that we provide, but you may opt out of receiving such information at any time by contacting us.

8.6 If you elect to use third-party software, which is not within our control, to record meetings with us and/or our advice, you agree that you are responsible for the security of such data. We will consequently not be liable to you (whether in contract, negligence or otherwise) for any loss or damage that you may suffer as a result of any loss of such data recorded or stored by you.

8.7 Further details about how we process personal information are set out in our privacy policy, which can be reviewed at www.starryeyedpragmatics.com/privacy. A hard copy of such policy can be provided on request.

9. Terminating our services

9.1 Either you or we may terminate our provision of services to you at any time.

9.2 Following any termination of our services, we may submit a final invoice for our unbilled charges and disbursements. You must pay this invoice within 15 days of the invoice date.

9.3 Termination does not affect any rights that you or we may have against the other as the result of acts or omissions that occurred before the date of termination and does not affect the coming into, or continuation in, force of any of these terms that are intended to come into or continue in, force following termination.

10. Conflicts of Interest

10.1 A conflict of interest arises where two clients are involved in a matter in which their interests are not the same or where, in acting for one client, we are likely to receive confidential information (for example regarding new inventions) relevant to the work that we are doing for another client.

10.2 We will endeavour to identify any likely conflict of interest before accepting any instructions from you. However, conflicts sometimes only become apparent at a later stage.

10.3 We reserve the right to terminate our services to you at any time if we become aware of a conflict of interest that we believe cannot be resolved.

11. Files and records

11.1 Unless a law or regulation requires a longer period, we will retain our files and records relating to your matters (in either hard copy or electronic form) for at least 6 years from the date of the last recorded action involving you as a client. However, we will not retain any of your personal data contained in our files and records for longer than is necessary to fulfil the purposes for which it was collected, including to satisfy any legal, accounting, or reporting requirements (see www.starryeyedpragmatics.com/privacy).

11.2 At the end of the retention periods mentioned in paragraph 11.1 above, we may destroy our files and records relating to a matter unless you have requested that we retain them. In such cases, we will deliver them to you (excluding our internal notes and communications). We may make a charge for the time and costs incurred in fulfilling your request.

11.3 Unless we agree otherwise in writing with you, the copyright in all documents, letters, and other items that we produce in the course of providing services to you will belong to us. You may use such items only for the purpose for which they were provided.

12. Complaints

12.1 If you are unhappy with any aspect of the services we have provided, please raise this with us as soon as possible.

13. Limitation of Liability

13.1 This section sets out limits on our liability to you and applies whether that liability arises in contract, negligence, breach of statutory duty or otherwise. The limits do not apply in the case of death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or in any other circumstances where the law does not permit limitation of liability.

13.2 Subject to paragraph 13.1:

(a) our total liability in connection with each project on which you instruct us will not exceed one and half million pounds (£1,500,000);

(b) we will not be liable to you for any indirect or consequential loss or for any of the following losses (whether or not those losses are considered by the law to flow “directly” (i.e. naturally) from the relevant breach or negligence), namely loss of profits, loss of investment, loss of contracts, loss of anticipated savings, or loss of or damage to goodwill.

13.3 We will not be liable to you for any failure to provide or delay in providing services to you if the failure or delay arises from events or circumstances outside our reasonable control. In such circumstances, we will notify you as soon as possible of the event or circumstances in question and inform you of the expected duration of the delay in our provision of the services.

14. Notices and amendments

14.1 If either you or we need to give notice under these terms, it must be in writing and in the English language. You should deliver or send any notice to us by email to info@starryeyedpragmatics.com or to our registered office address, c/o Brockhurst Davies Limited, 11 The Office Village, Loughborough, Leicestershire, LE11 1QJ, United Kingdom. We will send or deliver any notice to you at your registered or main office address or, if you are an individual, at your home address.

14.2 We reserve the right to amend these terms from time to time by publishing the amended terms on our website and providing written notice of any material changes. If you have any concerns about the changes, you should let us know as soon as possible. Unless we agree otherwise in writing, the amended terms will apply to any new instructions received from you after the date of our notification and to all existing engagements following the expiry of a period of 28 days from the date of our notification unless you let us know in writing within that period that you object to the new terms.