Terms of Engagement

These Terms of Engagement ("Terms") apply when Crimson Compass Advisory Limited, a company registered in England and Wales (company number 16935590) whose registered office is at Silverstream House, 45 Fitzroy Street, London W1T 6EB ("we", "us", "our") provides advisory, business development or coaching services to you ("Client", "you").

Each engagement is described in a Proposal. You accept these Terms by accepting a Proposal in writing or by asking us to start work. If the Proposal and these Terms conflict, the Proposal prevails.

1. Definitions

“Business Client” means a Client acting for the purposes of a trade, business or profession, including a company or other organisation.

“Consumer Client” means an individual acting wholly or mainly outside their trade, business or profession.

“Coachee” means the individual who receives coaching. Where an organisation pays for the coaching, that organisation is the Sponsor and the individual is the Coachee.

“Deliverables” means reports, assessments, policies, plans, presentations and other materials we produce specifically for you.

“Engagement” means the services described in a Proposal.

“Fees” means the fees set out in the Proposal.

“Proposal” means our written proposal, engagement letter or programme confirmation setting out the scope, timing and Fees of an Engagement.

2. Our services

2.1We provide services in three areas:

(a)Advisory and governance: board and leadership advisory on risk, governance and decisions, including health and safety risk advisory;

(b)Business development: strategy, positioning and commercial execution; and

(c)Executive coaching: one-to-one and team coaching for leaders, founders and individuals.

2.2We will perform the services with reasonable skill and care, and with the scope, timing and people set out in the Proposal.

2.3Changes to the scope must be agreed in writing before the additional work starts and may change the Fees.

2.4Where an Engagement includes access to SiteAssure, the SiteAssure Terms of Service at siteassure.app/terms also apply to that access.

2.5Events we organise or host are subject to the booking terms provided when you book.

3. What we need from you

3.1You will give us accurate, complete and timely information, and reasonable access to the people, premises and documents we need.

3.2Our work relies on the information you provide. We are not responsible for problems caused by information that is inaccurate, incomplete or late.

3.3You remain responsible for your own decisions and for how you use our advice.

4. Advisory and governance services

4.1Our advice is given for your use only and for the purpose set out in the Proposal. No one else may rely on it without our written consent.

4.2Where an Engagement covers health and safety, all duties under the Health and Safety at Work etc. Act 1974 and related legislation remain yours as employer. We act as your competent person under regulation 7 of the Management of Health and Safety at Work Regulations 1999 only where the Proposal says so expressly.

4.3If we identify a matter that presents a serious risk to health or safety, we will tell you in writing. If you decide not to act on it and no adequate alternative control is put in place, we may end the Engagement under clause 12.

4.4We do not give legal, financial, tax or investment advice. Where you need it, we will recommend that you take it from a qualified professional.

5. Business development services

5.1We will work with you to develop and carry out the strategy agreed in the Proposal. Commercial results depend on markets, customers and decisions outside our control, so we do not guarantee any particular outcome, such as revenue, sales, funding or valuation.

6. Executive coaching

6.1Coaching is a collaborative process. The Coachee sets the agenda and is responsible for their own choices and actions.

6.2Coaching is not therapy, counselling, medical treatment or legal or financial advice. If it becomes clear that another form of support would be more appropriate, your coach will say so and may suggest where to find it.

6.3What is discussed in coaching sessions is confidential to the coach and Coachee. The only exceptions are where there is a serious risk of harm to the Coachee or others, where we are required by law to disclose information, or where the Coachee agrees.

6.4Where coaching is paid for by a Sponsor, we will agree in writing with the Sponsor and Coachee at the start what, if anything, will be shared with the Sponsor. Unless agreed otherwise, we report only attendance and the agreed development goals, never the content of sessions.

6.5Sessions may be rearranged without charge with at least 48 hours' notice. A session cancelled with less notice, or missed, counts as delivered unless the cause was outside the Coachee's reasonable control.

6.6Sessions in a coaching programme must be used within the period stated in the Proposal. Unused sessions expire at the end of that period.

6.7Sessions are not recorded unless both the coach and the Coachee agree.

6.8Our coaching practice follows the Global Code of Ethics for coaches, mentors and supervisors.

7. Fees and payment

7.1The Fees, and when they are payable, are set out in the Proposal. Unless the Proposal says otherwise:

(a)retainers are invoiced monthly in advance;

(b)project work may require a deposit of up to 50% before work starts, with the balance invoiced as set out in the Proposal; and

(c)coaching programmes are payable in advance.

7.2Fees are exclusive of VAT, which is added where applicable.

7.3Reasonable expenses, such as travel and accommodation, are charged at cost where the Proposal allows. We will agree any single expense over £100 with you in advance.

7.4Invoices are payable within 30 days unless the Proposal says otherwise. For Business Clients, we may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and may pause work if an invoice is more than 21 days overdue after we have given written notice.

8. If you are a Consumer Client

8.1Nothing in these Terms affects your statutory rights, including your rights under the Consumer Rights Act 2015.

8.2If you accept a Proposal at a distance (for example by email or online) or away from our premises, you may cancel within 14 days of accepting it without giving a reason, by telling us at info@crimson-compass.com.

8.3If you ask us to start within those 14 days and then cancel, you will pay for the services provided up to the time you tell us. If all the services have been fully provided within the 14 days at your request, the right to cancel no longer applies.

8.4We will refund any money due to you within 14 days of your cancellation, using the same payment method.

9. Intellectual property

9.1Once the related Fees are paid in full, you may use the Deliverables for your own purposes, and copyright in Deliverables produced specifically for you passes to you.

9.2We keep ownership of our methods, frameworks, tools, templates, know-how, software (including SiteAssure) and any material that existed before the Engagement. Where these appear in Deliverables, you may use them for the purpose of the Engagement.

10. Confidentiality and data protection

10.1Each party will keep the other's confidential information confidential and use it only for the Engagement, except where disclosure is required by law. We can work under a separate non-disclosure agreement where needed.

10.2We will not name you as a client or describe your work in case studies without your written permission.

10.3We handle personal data in line with our Privacy Policy at crimson-compass.com/privacy. Where we process personal data on your behalf, we will put a data processing agreement in place first.

10.4This clause continues for five years after the Engagement ends, and indefinitely for coaching session content.

11. Liability

11.1Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

11.2For Business Clients, and subject to clause 11.1:

(a)our total liability arising from an Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid for that Engagement in the 12 months before the event giving rise to the claim;

(b)we are not liable for loss of profits, revenue, business, contracts, anticipated savings or goodwill, or for indirect or consequential loss; and

(c)we are not liable for regulatory fines or penalties, or for loss caused by your decision not to follow our advice.

11.3For Consumer Clients, we are responsible for loss you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill. We are not responsible for loss that was not foreseeable, or for business losses.

11.4We hold professional indemnity insurance. Details are available on request.

12. Ending an Engagement

12.1Either party may end a retainer with 30 days' written notice. Fees for the notice period remain payable.

12.2Either party may end a project with 14 days' written notice. You will pay for work done up to the end date.

12.3You may end a coaching programme at any time. Except under clause 8, Fees paid for unused sessions are not refunded unless we end the programme for reasons other than your breach, in which case we will refund unused sessions pro rata.

12.4Either party may end an Engagement immediately by written notice if the other commits a material breach that is not remedied within 10 business days of written notice, or becomes insolvent.

12.5We may end an Engagement immediately in the circumstances described in clause 4.3, or if continuing would put us in breach of law or professional ethics.

13. General

13.1Events outside our control. Neither party is liable for delay or failure caused by events outside its reasonable control.

13.2Entire agreement. These Terms and the Proposal are the whole agreement for the Engagement.

13.3Changes. We may update these Terms. Changes apply to Engagements that start after the update, unless you agree otherwise.

13.4Severability and waiver. If any provision is unenforceable, the rest continues in force. A delay in exercising a right is not a waiver of it.

13.5Third parties. No one other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

13.6Notices and complaints. Notices and complaints should be sent to info@crimson-compass.com or our registered office.

13.7Governing law. These Terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction. If you are a Consumer Client living in Scotland or Northern Ireland, you may also bring proceedings in your local courts.