TERMS OF BUSINESS

For Justin Clark Ltd

71-75 Shelton Street, Covent Garden, London, WC2H 9JQ
Tel: +447519821746
justin@justinclark.xyz
www.justinclark.xyz

Date of Last Revision: 23rd July 2025

These Terms of Business (the "Terms") set out the basis on which Justin Clark Ltd ("we," "us," or "our") will provide coaching, psychotherapy, supervision, and/or consultancy services to you ("you" or "the Client"). By engaging our services, you agree to be bound by these Terms.

1. Definitions

• Agreement: These Terms of Business together with any proposal, service agreement, or statement of work agreed between us.

• Confidential Information: Information of a confidential nature, including but not limited to business plans, financial information, personal information, client lists, intellectual property, and trade secrets.

• Fees: The charges payable by the Client for the Services, as set out in the Proposal.

• Intellectual Property Rights (IPR): All patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

• Proposal: The document outlining the specific services, scope, fees, and timelines for the engagement.

• Services: The coaching, psychotherapy, supervision, and/or consultancy services to be provided by us as detailed in the Proposal.

2. Engagement and Scope of Services

2.1. We agree to provide the Services as described in the Proposal, which will be agreed upon in writing (including email) by both parties before the commencement of any work.

2.2. Any changes to the scope of Services must be agreed upon in writing by both parties and may result in an adjustment to the Fees and/or timeline.

2.3. Our Services are designed to provide guidance, support, and recommendations. The ultimate responsibility for implementing advice and achieving desired outcomes rests with the Client. We do not guarantee specific results or outcomes.

3. Fees and Payment

3.1. The Fees for the Services will be as set out in the Proposal, or as stated at the time of booking.

3.2. Payment terms will be specified in the Proposal (e.g., upfront, in instalments, upon completion). Unless otherwise stated, invoices are payable within 14 days of the invoice date.

3.3. If any payment is not made by the due date, we reserve the right to charge interest on the overdue amount at a rate of 4% per annum above the Bank of England's base rate from time to time, compounded daily, from the due date until the date of actual payment. We may also suspend the provision of Services until payment is received.

3.4. Any expenses incurred by us in the course of providing the Services (e.g., travel, accommodation, specific materials) will be charged to the Client at cost, as agreed in advance.

4. Client Responsibilities

4.1. The Client agrees to provide all necessary information, documentation, and access to personnel as reasonably required by us to perform the Services in a timely and efficient manner.

4.2. The Client is responsible for ensuring the accuracy and completeness of all information provided to us.

4.3. The Client agrees to make timely decisions and provide necessary approvals to avoid delays in the provision of Services.

4.4. For coaching services, the Client understands that the effectiveness of coaching relies on the coaching participant’s active participation, commitment, and willingness to engage in the process.

5. Confidentiality

5.1. Both parties agree to keep confidential all Confidential Information exchanged during the course of the engagement and not to disclose it to any third party without the prior written consent of the other party, except as required by law or to their professional advisors under a duty of confidentiality.

5.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of 3 years.

6. Intellectual Property Rights

6.1. All Intellectual Property Rights in any materials, documents, or deliverables created by us during the provision of the Services (the "Deliverables") shall remain our property.

6.2. We grant the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's internal business purposes only. This licence does not permit the Client to reproduce, distribute, or make available the Deliverables to any third party without our prior written consent.

6.3. Any Intellectual Property Rights in materials provided by the Client to us shall remain the property of the Client.

7. Data Protection

7.1. Both parties will comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018.

7.2. We will process any personal data provided by the Client solely for the purpose of providing the Services and as set out in our Privacy Policy, which is available at www.justinclark.xyz/privacy-policy.

7.3. The Client warrants that it has all necessary consents and permissions to provide any personal data to us for the purposes of the Services.

8. Limitation of Liability

8.1. Nothing in these Terms shall limit or exclude our liability for:
a. death or personal injury caused by our negligence;
b. fraud or fraudulent misrepresentation;
or c. any other liability that cannot be excluded or limited by English law.

8.2. Subject to Clause 8.1, our total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall not exceed the total Fees paid by the Client for the Services in the 1 month immediately preceding the event giving rise to the claim.

8.3. We shall not be liable to the Client for any:
a. loss of profits, sales, business, or revenue;
b. loss or corruption of data, information, or software;
c. loss of business opportunity;
d. loss of anticipated savings;
e. loss of goodwill;
or f. any indirect or consequential loss.

9. Cancellations and Refunds

9.1. We understand that circumstances can change. This policy aims to be fair to both our clients and our business, acknowledging the time and resources allocated to preparing for and delivering coaching services.

9.2. All cancellation requests must be made in writing (email is acceptable) to justin@justinclark.xyz.

9.3. Refunds, where applicable, will be processed within 14 working days of approval and will be made using the original payment method.

9.4 Cancellation by the Client
a. Individual appointments cancelled with more than 48 hours' notice: If you cancel an individual appointment (e.g. a coaching session) with more than 48 hours' notice, you may reschedule the session at no additional cost, subject to availability. Alternatively, you may request a full refund for that specific session.
b. Individual appointments cancelled with less than 48 hours' notice: If you cancel an individual appointment (e.g. a coaching session) with less than 48 hours' notice, the session will be forfeited, and no refund will be issued. We may, at our sole discretion, offer partial credit or allow rescheduling in exceptional circumstances.
c. No-Shows: If you do not attend a scheduled session without any prior notice ("no-show"), the session will be forfeited, and no refund or credit will be issued.

d. Session Packages (e.g., 3-month, 6-month programmes) cancelled within 14 days of purchase (Cooling-off Period): If you cancel a package within 14 days of the initial purchase and before any coaching sessions have been delivered, you are eligible for a full refund.
e. Packages cancellation after 14 days of purchase AND before services commence: If you cancel a coaching package more than 14 days after purchase but before the first coaching session has been delivered, a cancellation fee of 20% of the total package price will apply, and the remaining amount will be refunded. This covers administrative costs and lost opportunity.
f. Cancellation after services have commenced: Once sessions within a package have commenced, the package is non-refundable, except in exceptional circumstances at our sole discretion. Any unused sessions will be forfeited. We may consider transferring unused sessions to another person in agreement with us, or offering a partial credit towards future services, but this is not guaranteed.

10. Termination

10.1. Either party may terminate this Agreement by giving 30 days' written notice to the other party.

10.2. We may terminate this Agreement immediately by written notice if:
a. the Client commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
or b. the Client fails to pay any amount due under this Agreement on the due date for payment;
or c. the Client becomes insolvent or enters into any form of insolvency arrangement.

10.3. Upon termination, the Client shall pay for all Services provided up to the date of termination and any reasonable expenses incurred.

10.4. Clauses that by their nature should survive termination (including but not limited to Confidentiality, Intellectual Property Rights, and Limitation of Liability) shall continue in full force and effect.

11. Force Majeure

11.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (a "Force Majeure Event").

11.2. The party affected by a Force Majeure Event shall promptly notify the other party and use reasonable endeavours to mitigate the effect of the Force Majeure Event.

12. Entire Agreement

12.1. These Terms and the Proposal constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements relating to the subject matter hereof.

13. Variation

13.1. No variation of these Terms shall be effective unless it is in writing and signed by both parties.

14. Severance

14.1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

15. Waiver

15.1. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

16. Third Party Rights

16.1. No one other than a party to this Agreement shall have any right to enforce any of its terms.

17. Governing Law and Jurisdiction

17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).