BUSINESS TERMS & CONDITIONS
Acceptance of these terms. By paying an invoice issued by Sexton Pendleton Limited, you confirm that you have read and agree to be bound by these terms and conditions in their entirety. These terms are incorporated by reference into every sales quotation, proposal and Engagement Letter issued by us.
These terms and conditions apply to, and are incorporated into, every Engagement Letter issued by Sexton Pendleton Limited (trading as Emily Sexton Coaching), registered in England and Wales with company number 16091315, whose registered office is at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ ("Coach", "we", "us").
1.1These terms and conditions ("Terms") govern the provision of coaching services ("Services") by us to the client named in the relevant engagement letter, Sales Order or confirmation email issued by us ("Engagement Letter") ("Client", "you").
1.2The Engagement Letter and these Terms together form the contract between us ("Contract"). If there is any conflict between them, the Engagement Letter takes priority.
1.3The Contract commences on the date you sign or otherwise confirm acceptance of the Engagement Letter and, subject to clause 7, continues until completion of the Sessions set out in the Engagement Letter (as varied by mutual agreement between us in writing, including by email) and payment of the final invoice in accordance with the Invoicing Schedule.
1.4We will provide the Services to those of your employees or other individuals identified in the Engagement Letter or otherwise agreed between us in writing, including via email (each a "Coachee").
2.1We shall provide such number of Sessions to such Coachees as set out in the Engagement Letter or mutually agreed in email communications between us. We will confirm the invoicing schedule and total amounts due for such Coachees by email ("Invoicing Schedule").
2.2Each appointment at which the Services are provided ("Session") will last for a maximum of 90 minutes (unless otherwise agreed) and will take place via Microsoft Teams (or an equivalent online meeting platform arranged by us), or in person where agreed.
2.3You agree to indemnify us and keep us indemnified against any claim, costs, charges, expenses, fines, demands, fees (including reasonable professional fees) or any other liability that we suffer arising out of the actions or inactions of a Coachee in relation to the Services provided pursuant to this Contract.
2.4If a Coachee cancels a Session:
(a)no Sessions will be forfeited and no payment will be due if the Coachee cancels more than 12 hours before the start time of the Session; and
(b)the full Session fee will be due (or, if prepaid, the Session will be forfeited) if the Coachee cancels 12 hours or less before the start time of the Session. We reserve the right to waive this at our discretion.
2.5We may cancel a Session on at least 12 hours' notice to you or to the Coachee, or at any time in the event of circumstances outside of our control. If we cancel a Session, no fee shall be payable for that Session and we will re-schedule it at the earliest mutually convenient time — upon which time a fee for the rescheduled Session will be payable.
3.1We shall provide the Services with due care, skill and ability, and in accordance with the International Coaching Federation (ICF) Code of Ethics.
3.2Other than as set out in clause 3.1, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, we do not guarantee any particular results.
4.1In consideration of us providing the Services, you will pay us the fees set out in the Engagement Letter, in the instalments shown in the Invoicing Schedule and on our invoices. Unless stated otherwise, fees are exclusive of VAT (where chargeable).
4.2You shall pay each of our invoices in full and in cleared funds within 14 days of the date of the invoice (or by any later due date stated on the invoice), to the bank account nominated in writing by us.
4.3If an invoice remains unpaid more than 30 days after its date, we may charge interest and compensation on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, with interest accruing from the due date, and we may suspend the provision of further Sessions until payment is received in full.
5.1We acknowledge that in the course of providing the Services we will have access to Confidential Information (as defined in clause 15).
5.2We agree not to (except in the proper course of our duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
(a)any use or disclosure authorised by you or required by law;
(b)any use or disclosure which we, in our absolute discretion, consider necessary or advisable in order to prevent illegal acts or harm to you, the Coachee or others; or
(c)any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.
5.3As is good practice in coaching, we attend our own coaching and supervision sessions. You agree that we may discuss issues arising out of the Sessions with our coach and supervisor or supervision group. We agree only to discuss such issues on a general, anonymised basis and without disclosing the name of the Coachee or the Client.
5.4The Coachee may disclose to third parties such information about the Sessions as is confidential to him or her, as he or she wishes.
5.5The content of Sessions is confidential to the Coachee. We will not disclose to you information revealed by a Coachee in a Session without the Coachee's consent, except where disclosure is required by law or where we consider it necessary to prevent illegal acts or serious harm.
6.1We act as data controller in respect of personal data we process in connection with the Services. You acknowledge and agree that your personal data, and the personal data of each Coachee, will be processed by and on behalf of us as part of providing the Services, in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018 and our Privacy Policy, which can be viewed via our website. You will ensure that each Coachee has been made aware of, and provided with access to, our Privacy Policy before their first Session.
6.2With the Coachee's prior written consent, given via our Coachee Consent Form, we may make audio recordings of all or part of a Session. Recording will never take place without the Coachee's knowledge, and we will confirm at the start of any Session whether it is being recorded. Consent to recording is entirely optional, is not a condition of receiving coaching, and may be withdrawn by the Coachee at any time.
6.3Recordings are made solely to support and improve the quality of the coaching. This may include our own review and preparation, and the use of secure artificial intelligence tools (currently Anthropic's Claude, used with model training disabled) to assist with summarising Sessions, identifying themes and informing the design of future Sessions. Recordings will not be used for marketing or any other purpose, and will not be disclosed to you or to the Coachee's employer. Recordings will be stored securely and retained and deleted in accordance with our Privacy Policy and the Coachee Consent Form.
6.4All materials, models, tools, documents and other content provided by us in connection with the Services remain our intellectual property (or that of our licensors). We grant you and each Coachee a non-exclusive, non-transferable licence to use such materials for the Coachee's personal development only.
6.5You agree that we may name you as a client and describe the Services as part of a case study for our marketing purposes. The Coachee will remain anonymous unless his or her consent has been obtained in writing.
7.1You may terminate this Contract if we commit any serious breach of any of the provisions of this Contract and such breach is not remedied within 14 days of you notifying us of the breach.
7.2Notwithstanding clause 1.3 or clause 7.1, we may terminate this Contract with immediate effect, with no liability to provide any further Services to you, if at any time:
(a)you fail to make a payment when due and payable under this Contract;
(b)you commit any gross misconduct affecting our business, or any serious or repeated breach or non-observance of any of the provisions of this Contract;
(c)you commit any fraud or dishonesty, or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests; or
(d)an order is made or a resolution is passed for your winding up; an order is made for the appointment of an administrator to manage your affairs, business and property; a receiver is appointed of any of your assets or undertaking; you make any arrangement or composition with your creditors or become bankrupt; or you cease, or threaten to cease, to trade.
7.3Clauses which expressly or by implication have effect after the end of this Contract shall continue in full force and effect, including clause 5 (Confidential Information), clause 6 (Data Protection, Recording and Intellectual Property), this clause 7, clause 9 (Limitation on Liability) and clause 14 (Governing Law and Jurisdiction).
8.1The relationship between us is that of independent contractor and nothing in this Contract shall render us your employee, agent or partner.
9.1Nothing in this clause 9 shall limit our liability for death or personal injury caused by our negligence, for our fraud or fraudulent misrepresentation, or for any matter for which liability cannot legally be excluded or limited.
9.2We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss or corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this Contract and us providing the Services.
9.3Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall in all circumstances be limited to the total price paid by you for the Sessions.
9.4If we are prevented from or delayed in performing our obligations under this Contract by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
9.5The provisions of this clause 9 shall survive termination of this Contract.
10.1We shall not be in breach of this Contract, nor liable for any failure or delay in performance of any obligations under this Contract, arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.
11.1The Engagement Letter and these Terms constitute the entire agreement and understanding between us and supersede any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent). In entering into the Contract you have not relied on any Pre-Contractual Statement (as defined in clause 15).
12.1No variation of this Contract shall be valid unless it is in writing and signed by, or agreed in writing (including by email) on behalf of, each of us.
13.1A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any person that is not a party to this Contract.
14.1This Contract 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 English law.
14.2The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
15.1The following definitions apply in this Contract (unless the context requires otherwise):
(a)Confidential Information: information in whatever form relating to you and your affairs that is confidential to you, including information that we obtain in connection with the provision of the Services.
(b)Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Contract or not) relating to the provision of the Services, other than as expressly set out in the Engagement Letter or these Terms.
15.2A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.
15.3Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular, and a reference to one gender includes a reference to other genders.