Terms of Business

1. Introduction

This document sets out our standard terms of business. Wherever we work with you these terms and conditions will apply unless otherwise agreed in writing. We usually supplement these terms of business with a letter of engagement ("Engagement Letter"), which sets out in more detail the specific terms of our engagement. The terms of the Engagement Letter override these standard terms of business in the event of any inconsistency.

2. Services

The scope of the Services we are to provide will be agreed with you and described in the Engagement Letter or will otherwise be agreed between you and us. You agree that we are not required to provide advice or other services unless our instructions are varied by agreement during the course of the matter. We will not be responsible for any failure to advise or comment on any matter that falls outside the agreed scope of the services.

3. Commencement / Duration of Services

3.1 If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date that we begin to carry out any of the Services.

3.2 The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Business.

3.3 If for any reason attributable to you, we are delayed in performing any of the Services or any date for completion is changed, we will notify you and we will be entitled to an extension of time and additional fees to be agreed.

4. Fees

4.1 We will agree the fees payable for the Services in writing with you.

4.2 Unless otherwise specified, we will invoice you prior to commencement of the Services, with payment to be made within 14 days after the invoice date.

4.3 In the instance that payment is not received from you within 14 days of the invoice date, an administrative fee of £250 (excluding VAT) will be payable by you along with a daily interest fee calculated at 5% above the prevailing Bank of England base rate.

4.4 In addition to the Service fee you agree to reimburse us an amount equal to our reasonable expenses arising out of or in connection with the Services (the "Expenses"). This includes, without limitation, all out-of-pocket expenses incurred by DH Consulting, its agents and subcontractors (including research expenses, travel expenses, hotel expenses, telecommunications costs, postage and printing costs), and any amounts charged by DH Consulting's professional advisers. You will reimburse us within 7 days upon receipt of an invoice for any Expenses. In the event we expect any single item of expense to exceed £250 we will endeavour to notify you in advance. Fees are quoted exclusive of VAT. If applicable, VAT will be added to each invoice and is payable by you.

4.5 Where the Services include in-person delivery, the Client agrees to reimburse the Consultant for all related travel and subsistence expenses including, but not limited to, transportation, accommodation, meals, and logistics costs. The Consultant will manage their own bookings and will invoice with itemised receipts within 7 days of the engagement.

5. Brilliance Through Resilience™ Programme - Specific Terms

The following clauses apply specifically to engagements involving the Brilliance Through Resilience™ programme and supplement the general terms above.

Programme Components and Sequencing

The Brilliance Through Resilience™ programme comprises three components: (i) DNA Resilience Test; (ii) Psychological Resilience Psychometric; and (iii) a bespoke 1-2-1 Coaching Session. All three components must be completed for the programme to be considered fulfilled.

Test Kit Dispatch and Completion

DH will arrange dispatch of the DNA test kit to the address provided by the Client. The Participant is responsible for completing the blood sample collection and returning the kit to the genetics laboratory within four (4) weeks of receipt. If the kit is not returned within this four-week window, the DNA Resilience component of the programme will be deemed forfeited. No refund will be issued, and the contract will continue to be treated as fulfilled in respect of that component. DH will not be responsible for delays caused by postal services, laboratory processing times, or the Participant's failure to return the kit.

Mandatory Completion Window

The following completion deadlines apply and are strictly enforced. Failure to meet any deadline results in automatic forfeiture of that component and, where applicable, the entire programme, with no refund payable: (i) DNA Resilience Test: the test kit must be completed and returned to the laboratory within four (4) weeks of dispatch by DH. If not returned within this period, the DNA component is forfeited; (ii) Psychological Resilience Psychometric: the digital assessment must be completed within three (3) months of the date on which access details are issued by DH. If not completed within this period, the psychometric component is forfeited; (iii) Coaching Session: the 1-2-1 coaching session must be booked and completed within three (3) months of the date on which the Participant's genetic report is received from the laboratory. If the session has not been booked within this period, the coaching component is forfeited. In all cases of forfeiture, the full programme fee remains payable, and no refund, credit, or extension will be issued unless agreed in writing by a Director of DH Consulting prior to the relevant deadline.

Non-Transferability

The programme is bespoke and personalised to the named Participant(s). Services, including test kits, assessment access, and coaching sessions, are non-transferable to other individuals. Should the Company wish to engage DH for additional employees, a separate engagement agreement will be required.

Nature of the Programme – Not Medical Advice

The Brilliance Through Resilience™ programme, including the DNA Resilience test, is a wellness, performance, and leadership development tool. It does not constitute medical advice, medical diagnosis, or treatment of any kind. Results and recommendations are intended to inform performance strategies and personal development only. Participants with concerns about their health arising from any aspect of the programme should consult a qualified medical professional. DH accepts no liability for decisions made by Participants on the basis of programme outputs.

Third-Party Providers

The DNA Resilience test is provided in partnership with a specialist genetics laboratory, and the psychometric assessment is provided by a third-party psychometric provider. DH acts as an intermediary in arranging these services. While DH takes reasonable care in the selection of its partner providers, DH shall not be liable for any errors, delays, or failures attributable to those third-party providers, including but not limited to, laboratory processing errors or data transmission failures.

Coaching Session Scheduling

The 90-minute coaching session will be scheduled at a mutually convenient time following receipt of both assessment results. DH aims to provide results and schedule the coaching session within a reasonable timeframe but cannot guarantee specific turnaround times due to laboratory processing schedules. The Client agrees to respond to scheduling communications within five (5) business days.

Cancellation of Coaching Session

Where a coaching session is cancelled by the Client or Participant with fewer than 48 hours' notice, the session will be forfeited, and DH reserves the right to charge the full session fee. Where an in-person session is cancelled by the Client for any reason (including force majeure), the full session fee remains payable, and any pre-booked expenses will be reimbursed in full. DH may, at its discretion, offer a single rescheduled session where cancellation is received with more than 48 hours' notice.

Delivery of Outputs

Each Participant will receive a hard and soft copy of their coaching notes, personalised solutions, and action plan following the coaching session. DH will use reasonable endeavours to dispatch hard copies within 10 business days of the session date. DH is not responsible for postal delays.

6. Data Protection & Confidentiality

6.1 We will keep any commercially sensitive information about your business and affairs confidential and will not disclose it to any other person except: (a) with your consent; (b) to your other professional advisers; (c) where disclosure is required by law or any regulatory authority; (d) to the extent that such information enters, or has entered, the public domain; or (e) to our professional indemnity insurers, brokers, auditors or professional advisers.

6.2 You agree that we shall have no obligation to disclose to you or use for your benefit any information in our possession in respect of which we owe a duty of confidentiality to another person.

6.3 We will comply with the Data Protection Act 2018 and UK GDPR. Any personal data collected (including for coaching or psychometric purposes) will be stored securely and used solely for the purposes of delivering the agreed Services.

6.4 Genetic Data. The DNA Resilience test involves the collection and processing of genetic data, which constitutes special category sensitive personal data under UK GDPR (Article 9). By signing the Engagement Letter, the Client confirms that: (i) the named Participant(s) have been fully informed of the nature of the data being collected; (ii) Participants have provided explicit written consent to the collection and processing of their genetic data; and (iii) the Company has the legal basis and authority to engage DH on the Participant's behalf. DH will process genetic data solely for the purpose of delivering the programme and will not use it for any other purpose, including research, marketing, or third-party sale.

6.5 Data Retention. All Participant data (including genetic and psychometric data) will be securely deleted three (3) months following completion of the programme. Data held by third-party providers (genetics laboratory and psychometric provider) is subject to those providers' own retention policies, details of which are available on request.

6.6 Data Breach Notification. In the event of a personal data breach affecting Participant data, DH will notify the Client without undue delay and, where required, the Information Commissioner's Office (ICO), in accordance with UK GDPR obligations.

6.7 We may use external agencies for typing, photocopying, printing and debt collection and you agree that we may disclose information to third parties for that purpose.

6.8 Unless agreed otherwise, we may disclose to others that you are a client. Once details of a matter are in the public domain (otherwise than as a result of an unauthorised disclosure by us), we may disclose that we acted for you and the general nature of the work undertaken, principally for pitches and promotional purposes.

6.9 Subject to client approval, we may refer to anonymised summaries of engagements or results in future pitches, presentations, or promotional material. Client logos or identifiable features will only be used with written consent.

7. Information and Communication

7.1 To enable us to work efficiently, we will need you to provide us with accurate information promptly. Failure to do so may lead to additional fees and we will not be liable for any missed deadlines.

7.2 Unless agreed otherwise, our staff may send communications by e-mail. Use of email carries certain risks including non-delivery, delays, data-corruption, interception, transfer of viruses, loss of confidentiality and privilege. We do not accept any liability for loss resulting from the use of e-mail.

7.3 Inherent in the nature of email is the possibility of impersonation. If you are in any doubt as to whether an e-mail purporting to come from us is genuine, please contact the sender directly.

7.4 If, having received our account details, you then receive an email purporting to be from us and asking for funds to be sent to a different bank account, please contact us immediately before sending funds. Our account details do not change.

7.5 If we receive copies of correspondence or emails not intended to be sent to us, we will not be under any obligation to advise you of receipt of such correspondence or their content.

8. Standard of Care

8.1 We will exercise reasonable skill, care and diligence in the performance of the Services.

8.2 We will use reasonable endeavours to adhere to any programmes agreed with you for the provision of the Services, but no time periods are guaranteed. We will not be responsible for any delay due to reasons attributable to you or otherwise beyond our reasonable control.

9. Intellectual Property

9.1 Copyright in all drawings, reports, documents, workshops, psychometric frameworks, programme materials, and computer-generated data prepared by DH will remain our property.

9.2 The Brilliance Through Resilience™ name, programme structure, and associated methodologies are the intellectual property of DH Coaching & Consulting Ltd. The Client may not reproduce, distribute, adapt, or commercialise any element of the programme without prior written consent from DH.

9.3 Participant reports and action plans produced as part of the programme are provided for the personal use of the named Participant only. They may not be shared publicly or used for commercial purposes.

10. Personnel

10.1 DH Consulting may designate an individual to act as the principal representative in dealings with the Client. DH reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.

10.2 DH Consulting will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.

11. Liability

11.1 Our liability to you in connection with any matter is limited to the proportion of the loss or damage suffered by you which is just and equitable having regard to the extent of your own responsibility and the contribution of any other person. Our liability will also be limited to the amount of fees invoiced and paid in relation to any one matter, or as limited to the sum agreed in the Engagement Letter. We shall have no liability for any consequential, special, indirect or exemplary damages, costs or losses, or any damages attributable to lost profits, income, anticipated savings or opportunities.

11.2 DH is not a medical or healthcare provider. No element of the Brilliance Through Resilience™ programme constitutes medical advice, diagnosis, or treatment. DH accepts no liability for any health outcomes, physical reactions, or decisions made by Participants on the basis of programme results, including but not limited to, results from the genetic blood test.

11.3 DH's liability for any error, omission, or failure attributable to a third-party provider (including the genetics laboratory or psychometric provider) is limited to using reasonable endeavours to rectify or reissue the relevant component at no additional cost to the Client. DH shall not be liable for losses arising from third-party provider failures.

11.4 In the event of delays or disruptions to travel (e.g. airline strikes, weather issues, cancellations), DH will make reasonable efforts to rearrange the session or attend digitally. These events shall not constitute a breach or cancellation, and full fees remain payable.

11.5 DH alone will provide the Services, and your agreement is solely with DH Consulting. You agree that you will not bring any claim against any director, consultant, employee or agent of DH Consulting in their personal capacity.

12. Termination

12.1 We may terminate the engagement at any time by giving written notice to you if you commit a material breach of any of the terms agreed between us, which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.

12.2 You may terminate the Appointment by written notice to us if we commit a material breach of any of the terms agreed between us and fail to take reasonable steps to remedy the breach within 14 days of notice requiring us to do so.

12.3 Upon termination you will pay us all fees and expenses due up to the termination date. In the event of termination by us under 12.1, you will in addition be liable to pay an appropriate amount of compensation for our loss of anticipated profit.

12.4 Termination will not prejudice the accrued rights and liability of the parties.

12.5 In the event that a confirmed in-person engagement is cancelled by the Client for any reason, including force majeure, the full fee remains payable unless otherwise agreed in writing. Any pre-booked expenses will also be reimbursed in full.

12.6 Where the Brilliance Through Resilience™ programme has commenced (defined as the point at which the test kit has been dispatched or assessment access has been provided), the full programme fee is non-refundable in all circumstances. No partial refund will be offered for any component, whether or not it has been completed. Where a component is forfeited in accordance with the Mandatory Completion Window provisions (including non-return of the DNA kit, failure to complete the psychometric within three months of access, or failure to book the coaching session within three months of receipt of the genetic report), the full fee remains due and payable, and the contract will be treated as fulfilled on DH's part.

13. Assignment and Sub-Contracting

13.1 Neither party will assign or subcontract its obligations without the consent of the other. In the event that we wish to subcontract any of the Services, you will not unreasonably withhold your consent. We will not be relieved of any of our liabilities to you in the event of any subcontracting.

14. Participant Wellbeing & Duty of Care

14.1 DH operates within a professional and ethical framework. Dannielle Haig is a member of the Health and Care Professions Council (HCPC) and the British Psychological Society (MBPsS). All coaching delivered under this engagement will be conducted in accordance with applicable professional standards.

14.2 Coaching sessions are not a substitute for mental health treatment or therapy. If a Participant discloses information during a session that raises concerns about their immediate safety or wellbeing, DH may, in accordance with its professional obligations, take appropriate steps including signposting to professional support. This will be handled sensitively and, wherever possible, discussed with the Participant first.

14.3 The Client is responsible for ensuring that Participants are informed that the programme is voluntary and that they may withdraw from any component at any time. DH cannot be held responsible for any adverse reaction a Participant experiences in connection with receiving their programme results.

15. Law and Jurisdiction

The terms of our relationship with you will be governed by English law and subject to the exclusive jurisdiction of the English courts.

16. Covid-19 and Force Majeure

16.1 In the event that the facilitator tests positive for Covid-19 or must self-isolate, the facilitator will make the Client aware as soon as possible. The session will either be rearranged to the convenience of both parties or delivered digitally. This does not constitute cancellation of the contract.

16.2 Events of force majeure (including but not limited to pandemics, natural disasters, civil unrest, or government restrictions) that prevent in-person delivery will be handled in accordance with the reasonable efforts principle. DH will offer digital delivery as an alternative where possible. Full fees remain payable in such circumstances.

17. General

In these terms of business: "we", "us", "our", "firm" and "DH Consulting" mean or refer to DH Coaching and Consulting Ltd (registered office: Goodwins Accountants, 6 Parkside Court, Greenhough Road, Lichfield, Staffordshire, WS13 7AU) and any successor practice and any service company owned or controlled by or on behalf of DH Consulting or any of its shareholders.

"you" and "your" refer to our client.

These terms of business apply except to the extent that they are varied in writing by a Director of DH Consulting.

A third party who is not a party to these terms of engagement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms, but this does not affect any right or remedy which exists or is available apart from that Act.