Terms of Engagement

1About us and these Terms

1.1We are Lixue Advisory Limited, a company registered in England and Wales under company number 16953544, with our registered office at 5th Floor, 167–169 Great Portland Street, London W1W 5PF, United Kingdom ("we", "us", "our").

1.2You can contact us at ian@lixuemedia.com. This is also our address for formal notices.

1.3These Terms, together with your Action Plan, form the contract between us and the client named in the Action Plan ("you", "your").

1.4We may update these Terms from time to time. The version in force when your contract is formed applies to your engagement, unless we both agree in writing to adopt a later version.

2Definitions

2.1In these Terms:

Action Plan

The proposal, plan, statement of work or similar document we send you after our call, setting out the Services, deliverables, timeframe, fees, payment schedule and programme type, together with any written communications in which we both agree the scope.

Services

The advisory, coaching, consulting, content production or other services described in your Action Plan.

Fixed-Term Programme

An engagement the Action Plan describes as running for a fixed period or number of sessions (for example, a 4-month coaching programme).

Rolling Retainer

An engagement the Action Plan describes as continuing month to month until ended under clause 11.

Setup Stage

Any initial paid stage the Action Plan describes as preceding a Rolling Retainer.

Deliverables

Materials we produce for you as part of the Services.

Business Day

A day other than a Saturday, Sunday or public holiday in England.

2.2"Writing" includes email. Headings do not affect interpretation.

3How the contract is formed

3.1Before you accept, we will send you the Action Plan and a link to these Terms, and you will have the opportunity to review both and ask questions.

3.2You accept the Action Plan and these Terms, and a binding contract is formed, at the earlier of: (a) your signing the Action Plan or a service agreement referring to these Terms, including electronically; or (b) your making any payment towards the fees in the Action Plan.

3.3Where the contract is formed by payment, no signature is needed. Where we later ask you to sign a written record of the engagement, signing confirms the agreement already made and does not delay it.

3.4An electronic signature has the same effect as a handwritten one.

3.5Discussions, advice or proposals exchanged before the contract is formed (including by email, WhatsApp, voice or video call) are given in good faith but are preliminary. They do not add to the Services or our obligations beyond what the Action Plan and these Terms set out.

4Business clients only

4.1We provide Services only to businesses and professionals. We do not contract with consumers.

4.2By accepting an Action Plan, you confirm that:

• you are acting in the course of a business, trade, profession or commercial activity, and not as a consumer;
• if you are an individual or sole trader, you are buying the Services wholly or mainly for that business, trade or profession;
• you have authority to enter into the contract and, if you act for an organisation, to bind it; and
• the information you give us (including contact, payment and business details) is accurate and complete.

4.3We rely on these confirmations in agreeing to provide the Services and in setting our fees. If you are not acting for business purposes, please tell us before accepting.

5The Services

5.1We will provide the Services described in your Action Plan with reasonable skill and care.

5.2Work outside the Action Plan's scope must be agreed by both of us in writing and may carry additional fees.

5.3Our Services are advisory, coaching or creative in nature. You remain responsible for your own business, financial, tax, legal and operational decisions, for implementing any recommendations, and for reviewing and approving any content before it is published.

5.4If the Action Plan and these Terms conflict, these Terms prevail unless the Action Plan expressly states that it changes a specific clause.

6Fees and payment

6.1Our fees, currency and payment schedule are set out in your Action Plan. Unless the Action Plan says otherwise, fees are payable in advance.

6.2One-off fees and Setup Stage fees are payable by the date stated in the Action Plan, by invoice or secure payment link.

6.3Instalment plans. Where the Action Plan allows payment in instalments, each instalment is due on its stated date. Instalments are a way of spreading the full programme fee, not a monthly commitment, and all instalments remain payable whether or not you continue to use the Services (subject only to clauses 11.5 and 19).

6.4Rolling Retainers are billed monthly as a recurring subscription. The date of your first retainer payment becomes your monthly billing date, and each later payment is due on that date each month.

6.5Automatic payments. Where the Action Plan provides for instalments or a subscription, you authorise us (through our payment processor) to charge your chosen payment method on each due date without a separate invoice or further authorisation. You must keep a valid payment method in place with sufficient funds or credit. If a charge fails, you must provide a valid payment method within 3 Business Days of our notifying you.

6.6We are not currently registered for VAT. If we register, VAT will be added to fees where applicable. You are responsible for any withholding tax, sales tax or similar levies in your jurisdiction, and for bank charges, currency conversion costs and payment fees on your side.

6.7Late payment. If any amount is unpaid when due, we may, without affecting our other rights: (a) pause the Services until payment is made; (b) charge interest at 4% a year above the Bank of England base rate, accruing daily until payment; and (c) recover our reasonable costs of collection.

7Refunds

7.1Our fees reflect time we reserve for you, preparation, capacity and the other work we turn down. For that reason, fees are non-refundable once paid, and the fees in your Action Plan remain payable whether or not you attend, participate in or use the Services.

7.2You will receive a pro-rated refund for Services not yet delivered only where: (a) we end the engagement under clause 11.5; or (b) the engagement ends because of a prolonged event outside our control under clause 19.

7.3Any pro-rated refund is calculated by us reasonably and in good faith, based on the Services delivered by the date the engagement ends.

7.4Nothing in this clause affects any refund we are required to give by law.

8Payment disputes

8.1If you have a concern about the Services or any charge, please tell us in writing first. We will respond and work with you in good faith to resolve it, and you agree to give us at least 14 days to do so before raising a dispute with your bank, card issuer or payment provider.

8.2If you raise a chargeback or payment reversal for fees properly charged under these Terms, without first following clause 8.1, or where the dispute is not upheld: (a) this is a material breach of contract; (b) the disputed amount remains a debt you owe us; and (c) you must reimburse the chargeback fees and the reasonable administrative and legal costs we incur in responding.

8.3We keep records of acceptance, session attendance, communications and Deliverables, and may provide these to your bank or payment provider in response to any dispute.

9Your responsibilities

9.1You will provide accurate, complete and timely information, materials and access reasonably needed for the Services, and respond to communications, review requests and approvals within a reasonable time.

9.2You will attend scheduled sessions and interviews. A session cancelled or rescheduled with less than 24 hours' notice may, at our discretion, be treated as delivered.

9.3You are responsible for making sure that anything you implement or publish is suitable for, and compliant with, your industry, business and legal environment, and for taking independent legal, accounting or tax advice where appropriate.

9.4We are not responsible for delays or outcomes caused by your not meeting these responsibilities.

10Communication and availability

10.1Services are delivered on a scheduled and/or asynchronous basis, through the channels set out in the Action Plan.

10.2Between sessions, we aim to reply to messages within 2 Business Days, excluding leave periods we have told you about.

10.3Messaging access is not real-time, on-demand or emergency support.

11Term and ending an engagement

11.1Fixed-Term Programmes. A Fixed-Term Programme runs for the period set out in the Action Plan. You commit to the full programme and its full fee when the contract is formed. You may stop taking part at any time by telling us in writing, but the full programme fee remains payable, including any instalments not yet due, and no refund is given for sessions you do not use. Unused sessions do not carry over after the programme ends unless the Action Plan says so.

11.2Setup Stage. Where a Setup Stage applies, you are not obliged to continue to the Rolling Retainer. If you do not make the first retainer payment by the date in the Action Plan, the engagement ends when the Setup Stage is complete. The Setup Stage fee is non-refundable.

11.3Rolling Retainers. You may end a Rolling Retainer by giving us 30 days' written notice. The Services continue during the notice period. Any retainer payment falling due during the notice period remains payable, and we will deliver the corresponding month of Services.

11.4Ending the Rolling Retainer cancels future subscription charges after the notice period. It does not affect amounts already due.

11.5Ending by us. We may end any engagement at any time by written notice. If we do (other than under clause 11.6), we will give a pro-rated refund of fees paid for Services not yet delivered, and will have no further liability to you for ending the engagement.

11.6Ending for cause. We may end any engagement immediately by written notice, without refund, if: (a) you raise a chargeback in breach of clause 8; (b) you fail to pay any amount when due, or to provide a valid payment method under clause 6.5, and do not put this right within 7 days of our written notice; or (c) your conduct is, in our reasonable opinion, abusive, unlawful or otherwise incompatible with continuing a professional engagement.

11.7After an engagement ends. All amounts due by the end date remain payable. Clauses that by their nature should continue will do so, including clauses 7, 8 and 12 to 21.

12Intellectual property

12.1Our methodologies, frameworks, processes, templates, systems, tools and know-how, whether created before or during your engagement, remain ours.

12.2Advisory and coaching Deliverables. Once you have paid all sums due, you may use Deliverables from advisory, coaching or consulting Services for your own internal business purposes under a non-exclusive, non-transferable licence. You may not resell, publish, distribute, sublicense or commercially exploit them without our written consent.

12.3Content Deliverables. Once you have paid all sums due for the relevant period, we assign to you ownership of final content produced specifically for you (such as posts, emails, videos and landing pages), for you to use, publish and distribute for your business. This does not include our underlying templates, systems or know-how, which you may use only as embodied in those Deliverables.

12.4Your Action Plan may set different intellectual property terms for particular Deliverables.

12.5You keep ownership of materials you provide to us, and grant us a limited licence to use them to deliver the Services. You confirm that you have the right to provide them.

13Confidentiality

13.1Each of us will keep confidential any non-public, proprietary or commercially sensitive information the other shares during the engagement.

13.2Confidential information may be shared only with personnel or professional advisers who need to know it and are bound by equivalent duties, or where required by law, regulation or court order.

13.3These duties continue for 3 years after the engagement ends, and indefinitely for trade secrets.

13.4In any group setting, we cannot guarantee confidentiality between participants, so please do not share anything there you wish to keep private.

13.5With your prior written consent (not to be unreasonably withheld), we may name you as a client and show Deliverables produced for you as examples of our work.

14Data protection

14.1Each of us is an independent controller of personal data it processes in connection with the engagement, and will comply with the UK GDPR, the Data Protection Act 2018 and any other applicable data protection law.

14.2We process personal data about you and your personnel to provide the Services, manage the engagement and meet legal obligations, as described in our Privacy Notice.

14.3If you share personal data of others with us (for example your customers or staff), you confirm you have a lawful basis and have given any required notices.

14.4Each of us will take appropriate technical and organisational measures to protect personal data.

15No guarantees

15.1We will do our professional best, but we do not guarantee any outcome, including revenue, financial performance, reach, engagement, leads, sales or business success. Results depend on many factors outside our control, including your decisions, execution and market conditions.

15.2We are not regulated financial, legal or tax advisers, or therapists, and nothing in the Services is financial, legal, tax, medical or psychological advice.

16Limitation of liability

16.1Nothing 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.

16.2Subject to clause 16.1, we are not liable for loss of profits, revenue, business opportunity, goodwill or anticipated savings; loss or corruption of data; or any indirect or consequential loss.

16.3Subject to clause 16.1, our total liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, will not exceed the fees you have paid us under the relevant Action Plan in the 12 months before the event giving rise to the claim.

17Indemnity

17.1You will indemnify us, our directors, employees and subcontractors against claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of the Services or Deliverables; (c) inaccurate, unlawful, infringing or misleading information or materials you provide; or (d) third-party claims arising from your business activities.

18Independent contractor

18.1We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and neither of us may bind the other without written consent.

19Events outside our control

19.1Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as natural disaster, war, terrorism, civil unrest, pandemic, government action or prolonged power or internet outages.

19.2The affected party will tell the other promptly and try to resume performance. If the event lasts more than 60 days, either of us may end the engagement by written notice, and we will refund fees paid for Services not yet delivered on a pro-rated basis.

20Governing law and disputes

20.1These Terms, and any dispute arising from them (including non-contractual disputes), are governed by the law of England and Wales.

20.2We will both try in good faith to resolve any dispute by discussion for at least 30 days before starting formal proceedings.

20.3If discussion fails, we may agree in writing to refer the dispute to confidential arbitration under the LCIA Rules, with a sole arbitrator, seated in London and conducted in English.

20.4Otherwise, the courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to recover sums due in any country where you are based or hold assets.

21General

21.1Entire agreement. These Terms and your Action Plan are the entire agreement between us and replace any earlier agreements, representations or understandings about their subject.

21.2Changes. Changes to an agreed engagement are effective only if agreed by both of us in writing.

21.3Severability. If any provision is found invalid or unenforceable, the rest continues in force, and that provision applies with the minimum change needed to make it enforceable.

21.4Waiver. A delay or failure to exercise a right is not a waiver of it.

21.5Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to a successor in a sale, merger or reorganisation of our business.

21.6Notices. Formal notices must be in writing and sent by email: to us at the address in clause 1.2, and to you at the email address in your Action Plan or service agreement. Notices are treated as received on the next Business Day after sending.

21.7Third parties. No one other than you and us has any right to enforce these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.