BLACK OLIVE LEADERSHIP TERMS AND CONDITIONS OF BUSINESS

The standard terms on which we design and deliver leadership development, facilitation, consultancy and executive coaching. They sit behind every booking, so a confirmation email is all that is needed to get started.

Version 1.0
Effective September 2026
England & Wales

1. WHO WE ARE

1.1 We are Black Olive Leadership Ltd, a company registered in England and Wales under company number 16758761, with its registered office at 42 High Street, Towcester, NN12 7NA. We trade as Black Olive Leadership.

1.2 In these terms, we, us and our mean Black Olive Leadership. You and your mean the organisation booking our services.

1.3 You can reach us at admin@blackoliveleadership.com.

2. THESE TERMS

2.1 These terms apply to all work we do for you. They are deliberately short, and they are the same for every client.

2.2 They form part of every proposal, quotation, statement of work and confirmation we send you, and they continue to apply to later bookings without needing to be agreed again.

2.3 Where a proposal or statement of work says something different from these terms, the proposal or statement of work wins for that piece of work only.

2.4 Your purchase order terms, supplier portal terms or standard purchasing conditions do not apply unless we have agreed to them in writing. Issuing a purchase order is not agreement to them.

2.5 We may update these terms from time to time. The version in force when you confirm a booking is the version that applies to it.

2.6 In these terms, in writing includes email. A working day is any day other than a Saturday, Sunday or public holiday in England.

3. HOW A BOOKING IS AGREED

3.1 We will send you a proposal, quote or confirmation setting out the work, the dates, the fee and anything specific to that engagement.

3.2 A binding contract is formed when you confirm that proposal in writing, or when you issue a purchase order for it, or when you ask us to begin work, whichever happens first. A short email reply is enough. No signature is required.

3.3 Dates are held provisionally until you confirm. We will tell you if someone else asks about a date we are holding for you and give you a reasonable chance to confirm before we release it.

3.4 Once confirmed, dates are firm and clauses 9 and 10 apply.

NOTE: Confirming a booking is the point at which the diary closes. From that moment we turn other work away for those dates, which is why the postponement and cancellation terms below are as they are.

4. WHAT WE WILL DO

4.1 We will deliver the services described in the proposal with reasonable care and skill, and to the professional standard you would expect of an experienced leadership development practice.

4.2 Our services are developmental. We help leaders and teams build capability, and we bring evidence, structure and challenge to that work. We do not guarantee any specific business result, performance outcome or behaviour change in any individual.

4.3 Programme design evolves. We may adjust content, timings, exercises or materials where doing so serves the learning outcomes, provided the overall scope, duration and value are not reduced.

4.4 Unless the proposal says otherwise, the fee covers design, preparation, delivery and a short debrief. It does not cover additional cohorts, extra sessions, individual coaching, psychometric licences, translation, or redesign requested after materials have been signed off.

5. WHAT WE NEED FROM YOU

5.1 Good work depends on good conditions. You agree to:
- Give us the access, information and briefing we reasonably need, in good time.
- Provide a suitable venue, room layout and equipment for in-person work, or a working platform and licences for virtual work.
- Confirm participant numbers and names by the date we agree.
- Make sure participants know why they are attending and are released from other duties for the session.
- Give us a named contact who can make decisions within the scope of the agreed work.

5.2 Where a delay or failure on your side prevents us from delivering, or makes delivery materially more difficult, we are not liable for the consequences, and we may charge for reasonable additional time at our standard day rate.

5.3 Numbers matter to the design. If confirmed participant numbers change by more than 10% after materials are finalised, we may need to adjust the design or the fee and will discuss that with you before doing so.

6. FEES

6.1 Fees are as set out in the proposal or via email. Quoted fees are valid for 30 days.

6.2 Fees are exclusive of VAT. Where we are VAT registered, VAT will be charged in addition at the prevailing rate.

6.3 A delivery day is up to eight hours on site or up to eight hours online, including breaks, within a normal working day. Work that runs materially beyond this, or that takes place at a weekend or on a public holiday, may be charged at an additional rate agreed in advance.

6.4 Where an engagement runs over several months, we may increase fees for undelivered work on 60 days' written notice, no more than once in any 12‑month period. If you would rather not accept an increase, you may cancel the undelivered work without charge.

7. EXPENSES

7.1 Reasonable travel, accommodation and subsistence costs are charged in addition to fees, at cost and without mark‑up, supported by receipts on request.

7.2 Mileage is charged at the HMRC approved mileage rate in force at the time of travel. Rail travel is standard class unless you/we ask otherwise. Flights over 4 hours are business class.

7.3 We will agree accommodation and any expense over £200 with you before incurring it.

7.4 Venue hire, catering, printing, psychometric licences and participant materials are your responsibility unless the proposal says we are arranging them.

8. PAYMENT

8.1 Programmes, workshops and facilitation: unless the proposal sets out a different schedule, 50% of the fee is invoiced when you confirm the booking, payable within 14 days of the invoice date or before the first delivery date, whichever is earlier. The remaining 50% is invoiced as follows, and is payable within 30 days of the invoice date in each case:
1) For a single session or workshop delivered within a 4‑week period, on completion of workshop 1.
2) For a programme delivered in modules, in equal instalments after each module.

Where a module is delayed, postponed or rescheduled at your request, we invoice the instalment for that module on the date it was originally scheduled to be delivered.

8.2 Executive coaching: coaching is booked and invoiced as a block of sessions, and 100% of the fee is invoiced when you confirm the booking. It is payable within 14 days of the invoice date or before the first session, whichever is earlier. We will not begin a coaching assignment before the invoice is settled.

8.3 Coaching sessions are valid for 12 months from the date of the invoice. Sessions not used within that period are treated as delivered and are not refundable, unless we agree otherwise in writing.

8.4 Expenses are invoiced alongside the next instalment, or on completion where there is no further instalment, and are payable within 30 days of the invoice date.

8.5 Payment is by bank transfer to the account shown on the invoice. We will never tell you our bank details have changed by email alone. If you receive a message saying they have, please call us before paying.

8.6 All sums are payable in full without set‑off, deduction or withholding.

8.7 If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend further work on notice until the account is settled.

8.8 If your purchase order or supplier onboarding process is not complete by the time the deposit is due, that does not change the due date.

9. POSTPONEMENT

9.1 Things change, and we would always rather move a date than lose it. You may postpone a confirmed date once, free of charge, provided you tell us in writing at least 20 working days before it, and we agree a replacement date within two months of the original.

9.2 Any further postponement of the same date, or a postponement requested with less than 20 working days' notice, is treated as a cancellation under clause 10, and the new date is treated as a new booking.

9.3 Non‑refundable costs already incurred for the original date, such as travel or accommodation, remain payable.

9.4 Individual coaching sessions work differently, because they are short and personal. A coachee may move a session free of charge by giving at least two working days' notice. With less notice, or if a coachee does not attend, the session is treated as delivered.

10. CANCELLATION BY YOU

10.1 You may cancel a confirmed booking at any time by telling us in writing. For programmes, workshops and facilitation, the following charges apply, based on the fee for the cancelled work and on the number of working days between the day we receive your notice and the first cancelled delivery date.

CANCELLATION CHARGES
Notice given – Charge
20 working days or less – 100% of the fee
21 to 30 working days – 50% of the fee
31 to 40 working days – 25% of the fee
More than 40 working days – No charge

10.2 Design and preparation work already completed is charged in full in addition, together with any non‑refundable costs we have already incurred.

10.3 Any deposit already paid is applied against the cancellation charge. Where the charge is lower than the deposit, we refund the difference within 30 days.

10.4 These charges reflect the fact that we hold dates exclusively for you and turn away other work to do so. They are a genuine estimate of our loss, not a penalty.

10.5 Where a cancelled date can be filled with other work, we will reduce the charge accordingly.

10.6 For executive coaching, the table above does not apply. If you cancel a coaching assignment more than 20 working days before the first session, we refund the fee in full less any design, contracting or assessment work already carried out. Once the first session has taken place, the fee is not refundable, though we will always look for a sensible alternative such as transferring remaining sessions to another coachee.

11. CANCELLATION BY US

11.1 We take our commitments seriously and cancel only where we have no reasonable alternative.

11.2 Where illness, bereavement or another serious cause prevents us from delivering, we will offer a suitably qualified replacement facilitator, a virtual alternative, or the earliest workable replacement date. If none of these is acceptable to you, we will refund any fee paid for the affected work in full.

11.3 Either of us may end an engagement immediately on written notice if the other commits a material breach and does not put it right within 14 days of being asked to or becomes insolvent. You remain liable for work delivered and costs committed up to that point.

12. MATERIALS AND INTELLECTUAL PROPERTY

12.1 We own all intellectual property in our models, frameworks, exercises, slides, workbooks and other materials, including anything we develop while working with you, and including material we adapt for your context.

12.2 Once the relevant fee has been paid in full, we grant you a non‑exclusive, perpetual, royalty‑free licence to use those materials inside your organisation, for your own internal learning purposes.

12.3 That licence does not allow you to resell them, publish them externally, license them onward, use them to train or deliver to third parties, or use them to build a competing programme, without our written agreement.

12.4 You own your own materials, brand assets and data, and anything we produce that consists solely of your confidential business information. You grant us a licence to use them as needed to deliver the work.

12.5 We may describe the work at a general level in our own marketing, for example the sector, the type of programme and the outcomes. We will not name you or use your logo without your consent, and we will withdraw a reference if you ask us to.

12.6 Sessions may not be recorded, filmed or streamed without our prior written agreement.

13. CONFIDENTIALITY

13.1 Each of us will keep the other's confidential information confidential, use it only for the purposes of the work, and share it only with people who need it and are under equivalent obligations.

13.2 This does not apply to information that is already public through no fault of ours, was already lawfully known, is independently developed, or must be disclosed by law or by a regulator.

13.3 These obligations continue for three years after the work ends, and indefinitely for anything shared in confidence by an individual participant.

14. THE ROOM

14.1 Development work only happens when people can speak honestly. What individual participants say in a session stays in that session.

14.2 We report back at the level of themes and patterns, never attributing views to named individuals, unless the individual has agreed or unless we reasonably believe there is a risk of serious harm or a legal obligation to disclose.

14.3 Where we deliver coaching, we will agree the reporting arrangement with the coachee and with you at the outset, in writing.

14.4 Our work is educational and developmental. It is not therapy, counselling, clinical assessment or medical advice, and it is not a substitute for them. If a participant needs that kind of support, we will encourage them to seek it and will let you know at a general level that a signposting conversation took place, without disclosing what was said.

14.5 You will tell us in advance of any reasonable adjustments a participant needs, so that we can make them.

15. DATA PROTECTION

15.1 Each of us will comply with the UK GDPR and the Data Protection Act 2018.

15.2 Where we handle personal data about your participants to deliver the work, you are the controller and we act as your processor. We will process that data only on your documented instructions, keep it secure, limit access to those who need it, help you respond to individuals exercising their rights, notify you without undue delay if there is a personal data breach, and delete or return it when the work ends unless we are required to keep it.

15.3 We will not engage a sub‑processor without telling you first, and we do not transfer participant data outside the UK without an appropriate safeguard in place.

15.4 We are the controller of our own business contact records. Our privacy notice is at https://www.blackoliveleadership.com/privacy-policy-1

15.5 Where you need a fuller data processing agreement for your own compliance, we are happy to sign a reasonable one.

16. ASSOCIATES AND SUBCONTRACTORS

16.1 We may use carefully selected associates to deliver parts of an engagement. We remain fully responsible for their work and for their compliance with these terms.

16.2 For 24 months after an associate last works with you through us, you will not engage that associate directly for comparable work without our written agreement. If you would like to, talk to us. We will usually say yes and agree a sensible arrangement.

17. INSURANCE

17.1 We maintain professional indemnity and public liability insurance appropriate to the work we do. Certificates and cover levels are available on request.

18. OUR LIABILITY

18.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

18.2 Subject to clause 18.1, our total liability arising out of or in connection with an engagement, whether in contract, including negligence, breach of statutory duty or otherwise, is limited to the total fees payable for that engagement.

18.3 Subject to clause 18.1, we are not liable for loss of profit, loss of business, loss of anticipated savings, loss of opportunity, loss of goodwill, or any indirect or consequential loss.

18.4 We are not liable for decisions you or your people take as a result of the work. Our role is to develop capability and inform judgement, not to make management decisions on your behalf.

18.5 You must bring any claim within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

18.6 This allocation of risk is reflected in our fees. Both of us agree it is reasonable.

19. INDEPENDENT STATUS

19.1 We provide our services as an independent business. Nothing in these terms creates an employment relationship, a worker relationship, a partnership, a joint venture or an agency between us.

19.2 We control how, when and by whom the services are delivered, subject to the dates and outcomes agreed. We provide our own equipment and materials, and we work for other clients.

19.3 Each of us is responsible for our own tax, National Insurance and statutory obligations in respect of our own personnel. Where the off‑payroll working rules are relevant, we will co‑operate with you in good faith and provide the information reasonably needed for an assessment.

20. EVENTS OUTSIDE OUR CONTROL

20.1 Neither of us is liable for a failure or delay caused by something genuinely outside our reasonable control, including severe weather, transport failure, industrial action, epidemic, power or network failure, fire, flood, or an act of government.

20.2 Where such an event prevents in‑person delivery, we will first offer virtual delivery or the earliest workable replacement date. Cancellation charges do not apply where a replacement date within six months is agreed.

20.3 If the event continues for more than three months, either of us may cancel the affected work without charge, apart from work already delivered and non‑refundable costs already committed.

21. IF SOMETHING GOES WRONG

21.1 Tell us early and tell us directly. Raise it with your usual contact, or with admin@blackoliveleadership.com, and we will respond within five working days and agree how to put it right.

21.2 Before either of us starts a formal claim, we will each nominate a senior person and meet, in person or online, to try to resolve it. Neither of us must agree to mediation, but we will both consider it in good faith.

22. GENERAL

22.1 These terms, together with the relevant proposal or statement of work, are the whole agreement between us on their subject matter, and replace anything said or written beforehand. Neither of us relies on any statement not set out in them, though nothing excludes liability for fraudulent misrepresentation.

22.2 Any variation must be agreed in writing.

22.3 If a court finds any part of these terms unenforceable, the rest continues to apply.

22.4 A delay in enforcing a right is not a waiver of it.

22.5 Neither of us may assign this agreement without the other's written consent, which will not be unreasonably withheld, except that either may assign to a group company or to a buyer of its business.

22.6 Nobody other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

22.7 Clauses 12, 13, 14, 15, 16 and 18 survive the end of an engagement.

23. GOVERNING LAW

23.1 These terms and any dispute arising out of them, including non‑contractual disputes, are governed by the law of England and Wales.

23.2 The courts of England and Wales have exclusive jurisdiction.

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Registered Company Name: Black Olive Leadership Ltd
Companies House Registered Address: 42 High Street Towcester NN12 7NA
Registered in England No: 16758761
VAT Registration No: N/A
Version 1.0 Effective September 2026