Master Terms & Conditions

1.1 "Engagement Letter" means the document signed by both parties specifying the scope, fees, and term of a particular engagement.

1.2 "Services" means the advisory, non-executive, project, or speaking services described in the Engagement Letter.

1.3 "Deliverables" means any written reports, presentations, or materials produced by SSA in the course of providing the Services.

1.4 "Confidential Information" means any non-public information disclosed by either party in connection with the engagement.

1.5 "Fee" means the amount payable by the Client as specified in the Engagement Letter, exclusive of VAT.

2.1 SSA will provide the Services as described in the Engagement Letter. Andy Sloan will personally deliver all Services unless otherwise agreed in writing.

2.2 Any material change to the scope of Services must be agreed in writing by both parties prior to the change taking effect. SSA reserves the right to charge additional fees for work outside the agreed scope at the prevailing day rate.

2.3 SSA operates as an independent contractor and not as an employee, agent, or partner of the Client. Nothing in these Terms creates an employment relationship.

2.4 SSA will perform the Services with reasonable skill and care consistent with the standards expected of an experienced senior advisor in the relevant field.

3.1 Fees are as specified in the Engagement Letter and are exclusive of VAT. Where SSA is VAT registered, VAT at the prevailing rate will be added to all invoices.

3.2 SSA will invoice the Client in accordance with the invoicing schedule set out in the Engagement Letter. Retainer fees are invoiced monthly in advance. Project and day rate fees are invoiced on completion or as otherwise agreed.

3.3 Payment is due within 30 days of the invoice date. SSA reserves the right to charge interest on late payments at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 All reasonable expenses incurred in the provision of the Services will be charged to the Client at cost, with receipts provided. Expenses exceeding £250 per item require prior written approval from the Client.

3.5 SSA reserves the right to suspend Services if any invoice remains unpaid for more than 14 days beyond the due date, without prejudice to any other rights.

4.1 Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation.

4.2 This obligation of confidentiality will survive termination of the engagement for a period of three years.

4.3 SSA may reference the Client's name and the general nature of the engagement in its marketing materials and credentials unless the Client requests otherwise in writing within 14 days of signing the Engagement Letter.

4.4 Nothing in this clause prevents SSA from using general knowledge, skills, and experience gained during the engagement in future advisory work.

5.1 All pre-existing intellectual property belonging to SSA, including methodologies, frameworks, and tools, remains the property of SSA.

5.2 Subject to payment of all fees, SSA grants the Client a non-exclusive, perpetual licence to use any Deliverables produced specifically for the Client under the engagement.

5.3 The Client shall not resell, sublicense, or otherwise commercialise any Deliverables without SSA's prior written consent.

5.4 SSA retains the right to use anonymised and aggregated insights from the engagement for thought leadership, research, and advisory purposes.

6.1 SSA will disclose to the Client any actual or potential conflict of interest that arises during the engagement as soon as it becomes apparent.

6.2 SSA operates a portfolio advisory model and may work with multiple clients concurrently. The Client acknowledges this and confirms that SSA's engagement of other clients does not in itself constitute a conflict, provided that SSA does not act for a direct competitor of the Client without prior written agreement.

6.3 Any conflicts disclosed at the time of signing the Engagement Letter and agreed by both parties are deemed accepted and will not constitute grounds for termination.

7.1 Either party may terminate the engagement by providing written notice in accordance with the notice period specified in the Engagement Letter, provided any minimum term has expired.

7.2 Either party may terminate the engagement immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of written notice of the breach.

7.3 SSA may terminate the engagement immediately if the Client fails to pay any invoice within 28 days of the due date.

7.4 On termination, the Client will pay all fees and expenses due up to and including the termination date. Where a retainer covers a period beyond the termination date, SSA will refund the pro-rata unused portion within 14 days.

7.5 Clauses 4 (Confidentiality), 5 (Intellectual Property), 8 (Liability), and 10 (Governing Law) survive termination of the engagement.

8.1 SSA's total aggregate liability to the Client for any claims arising out of or in connection with the engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to SSA in the twelve months immediately preceding the event giving rise to the claim.

8.2 SSA shall not be liable for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of revenue, or loss of business opportunity, even if SSA has been advised of the possibility of such loss.

8.3 Nothing in these Terms excludes or limits SSA's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

8.4 The Client is responsible for the implementation of any advice or recommendations provided by SSA. SSA does not accept liability for decisions made by the Client based on SSA's advice.

8.5 SSA maintains professional indemnity insurance with a limit of indemnity of £2,000,000 in respect of each and every claim, underwritten by Hiscox Insurance Company Limited. Evidence of cover is available to the Client on request.

9.1 Retainer / Advisory: Monthly retainers include up to the number of structured sessions specified in the Engagement Letter plus reasonable ad hoc availability. Additional days beyond agreed scope are charged at the prevailing day rate.

9.2 NED / Board Appointment: Where SSA is appointed to a board in a non-executive capacity, the terms of that appointment shall be governed by the Engagement Letter and, where applicable, the Client's Articles of Association. SSA's NED role is advisory and non-operational. SSA does not accept personal liability for company decisions beyond that applicable to a non-executive director under the Companies Act 2006.

9.3 Project / Day Rate: Day rate engagements are invoiced on completion of each day or agreed milestone. A minimum of a half-day is charged for any attendance. Preparation and travel time exceeding one hour is charged at the half-day rate.

9.4 Speaking Engagements: Confirmed speaking bookings cancelled by the Client within 14 days of the event date will be charged at 50% of the agreed fee. Cancellations within 7 days will be charged at 100% of the agreed fee. SSA reserves the right to cancel in exceptional circumstances with a full refund of any fee paid.

10.1 These Terms and any engagement governed by them shall be construed in accordance with the laws of England and Wales.

10.2 Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10.3 Before initiating formal proceedings, both parties agree to attempt to resolve any dispute informally through good faith negotiation for a period of 30 days from written notice of the dispute.

11.1 These Terms, together with the Engagement Letter, constitute the entire agreement between the parties and supersede all previous agreements, representations, and understandings.

11.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.3 SSA may update these Master Terms from time to time. The version in force at the date of signing the Engagement Letter shall govern that engagement.

11.4 No waiver of any breach of these Terms shall constitute a waiver of any subsequent breach.

11.5 These Terms may not be assigned by the Client without SSA's prior written consent.