Terms & Conditions

Client web summary of standard terms of business.

Version 1.0 | Effective date: 11.07.2026
Last reviewed: 11.07.2026

This website summary explains the principal terms on which Sophie S Taylor offers services. The full Master Consultancy Services Agreement is available on request and governs every Engagement. This summary should be read with the full Agreement, the relevant proposal or Statement of Work, the Privacy Policy and the Cookie Policy.

Contents

About these terms
Key definitions
How the terms apply
Purpose and process consultancy
Independent relationship and outside IR35
Control, working time and equipment
Substitution and subcontracting
Scope and Client responsibilities
Workshops, coaching and programmes
Venues and associated services
Fees, payment and expenses
Cancellation and postponement
Confidentiality and data protection
Artificial intelligence and recordings
Intellectual property
Limits of the work and Client decisions
Liability
Suspension and termination
Compliance and force majeure
Governing law and full agreement

1. About these terms

1.1 Sophie S Taylor is a sole trader providing process consultancy, executive facilitation, leadership retreats, executive education, learning, coaching, leadership development and business transformation programmes.
1.2 These terms are the standard terms on which services are offered. A fuller Master Consultancy Services agreement is available on request.
1.3 All projects and bookings are governed by the full Master Agreement whether or not it is signed, unless Sophie S Taylor expressly agrees a written variation. This summary describes the key points but the full Master Agreement prevails if there is any inconsistency.

2. Key definitions

2.1 “Client” means the person or organisation purchasing or receiving services.
2.2 “Engagement” means a project, workshop, programme, coaching assignment or other supply of services.
2.3 “Process consultancy” means designing and facilitating a structured process through which the Client Team develops its own understanding, options, decisions, priorities and actions.
2.4 “Client Team” includes the Client’s employees, officers, contractors, participants, delegates and guests.
2.5 “Consultant IP” includes Sophie S Taylor’s methods, frameworks, templates, designs, programmes, toolkits, ways of working and Know-how, whether existing now or developed later.

3. How the terms apply

3.1 The terms apply when the Client accepts a proposal or quotation, issues a purchase order, books a date, pays an invoice or deposit, provides access or information, attends a session, or otherwise instructs Sophie S Taylor to proceed.
3.2 Client purchasing or procurement terms do not apply unless specifically accepted in writing by Sophie S Taylor. The Master Agreement prevails over inconsistent Client terms.
3.3 Project-specific scope, dates and fees are recorded in a proposal or Statement of Work. Those commercial details supplement, but do not replace, the Master Agreement.

4. Purpose and process consultancy

4.1 Sophie S Taylor provides independent process consultancy. Services enable structured thinking, collaboration, learning, alignment, prioritisation and decision-making.
4.2 The work may include discovery, workshop and programme design, facilitation, executive education, learning design, coaching, business transformation programmes, visual templates and follow-up activity.
4.3 Sophie S Taylor does not take over the management of the Client’s business and does not make decisions for the Client. The Client remains responsible for its judgements, approvals, actions and implementation.
4.4 Services are not legal, tax, accounting, investment, medical, therapeutic or other regulated professional services.

5. Independent relationship and outside IR35

5.1 Sophie S Taylor operates as an independent sole trader in business on her own account. The relationship is not employment, worker status, partnership, joint venture or agency.
5.2 The parties intend each Engagement to be an independent supply of services and, where relevant, to operate outside the off-payroll working rules known as IR35. Actual working practices must remain consistent with the written terms.
5.3 There is no mutuality of obligation beyond the agreed Engagement. The Client does not have to offer further work and Sophie S Taylor does not have to accept it.

5.4 Sophie S Taylor may work for other clients and is not part and parcel of the Client’s organisation. She is not ordinarily subject to employee appraisal, holiday approval, employee benefits, line management or disciplinary procedures.
5.5 Sophie S Taylor is responsible for her own tax, National Insurance, business expenses and insurance.

6. Control, working time and equipment

6.1 Subject to agreed outcomes, milestones and session dates, Sophie S Taylor controls the method, sequence, manner and means of performing the services.
6.2 Sophie S Taylor determines her own working hours, working days and work location. Agreed meetings and workshop dates are delivery milestones, not employee-style control over the wider working pattern.
6.3 Sophie S Taylor normally provides and maintains her own computer, software, communications equipment and standard materials. Client systems or equipment may be used where required for security or compatibility without changing independent status.

7. Substitution and subcontracting

7.1 Sophie S Taylor retains the right to provide a suitably qualified substitute or subcontractor at her own expense and remains responsible for the quality of the services.
7.2 The Client may object only on reasonable grounds relating to competence, conflicts, confidentiality, safeguarding, security or material regulatory requirements.

8. Scope and Client responsibilities

8.1 The scope is set out in the proposal or Statement of Work. Additional work, significant changes or work caused by missing information may require revised fees and dates.
8.2 The Client must provide timely and accurate information, suitable participants, an authorised contact, decisions, access, technology, permissions and a safe environment.
8.3 The Client is responsible for invitations, attendance, internal communication, implementation and management of the Client Team.
8.4 Delivery may be adapted, suspended or rescheduled where attendance, behaviour, safety, access technology or information prevents effective performance.

9. Workshops, coaching and programmes

9.1 Outcomes depend on preparation, participation, candour, group dynamics and Client follow-through. No particular level of consensus, adoption, learning transfer or performance is guaranteed. Commercial performance or success is not implied or guarenteed.
9.2 Workshop content or sequence may be adjusted in real time to meet the needs of the group while maintaining the agreed purpose.
9.3 Coaching is developmental and process-based. It is not therapy, counselling or diagnosis, and each participant remains responsible for choices and actions.
9.4 Unless expressly included, Sophie S Taylor is not responsible for minute-taking, programme implementation, project management or monitoring actions after delivery.

10. Venues and associated services

10.1 The Client is responsible for venues, hired rooms and associated third-party services unless the Statement of Work expressly says Sophie S Taylor contracts as principal for them.
10.2 Sophie S Taylor accepts no liability for the availability, safety, condition or suitability of venues or hired rooms; access to venues; accessibility arrangements; parking; accommodation; catering; utilities; lighting; heating; ventilation; internet connection; audiovisual equipment; security; venue personnel; or other associated services.

10.3 Venue or supplier recommendations are not guarantees. The Client should contract directly and perform its own checks.
10.4 Venue or supplier failure may require remote delivery, relocation, postponement or cancellation. Sophie S Taylor is not responsible for the Client’s resulting internal or third-party costs.

11. Fees, payment and expenses

11.1 Fees are set out in the proposal or Statement of Work and are exclusive of VAT if applicable.
11.2 Invoices are payable in advance of delivery, within seven calendar days unless agreed otherwise.

11.3 A deposit or advance payment equalling 25% of the total engagement value is required to reserve dates. Or, payment in full if the delivery date falls within one-month of the date of invoice.
11.4 Reasonable agreed travel, accommodation, subsistence, printing, venue and specialist supplier costs are payable by the Client. Committed non-refundable costs remain payable after cancellation.
11.5 Statutory interest, compensation and reasonable recovery costs may be charged on overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998.
11.6 Services may be suspended and Deliverables withheld while invoices are overdue.

12. Cancellation and postponement

12.1 Unless the proposal states otherwise, cancellation or postponement charges are:

30 or more days before delivery: no professional-fee charge, but committed costs are payable;
15 to 29 days: 50% of the affected fees;
8 to 14 days: 75% of the affected fees;
7 days or fewer, non-attendance or cancellation after commencement: 100% of the affected fees.

12.2 A major change to dates, duration, participant numbers, location or scope may be treated as a cancellation of the affected services.
12.3 If Sophie S Taylor and any suitable substitute cannot deliver, the Client’s remedy is rescheduling or repayment of fees for undelivered services. Sophie S Taylor is not responsible for the Client’s internal or third- party cancellation costs.

13. Confidentiality and data protection

13.1 Both parties must protect confidential information and use it only for the Engagement, subject to disclosures required by law or to personnel and advisers who need to know.
13.2 Sophie S Taylor may use generalised and anonymised learning and Know-how, but will not disclose the Client’s identity, Confidential Information or personal data without authority.
13.3 Both parties will comply with the UK GDPR and Data Protection Act 2018. Where Sophie S Taylor acts as a processor, the full Master Agreement contains the required processing obligations and may be supplemented by a data-processing schedule.
13.4 Microsoft 365, Wix, videoconferencing and reputable cloud providers may be used. Appropriate UK transfer safeguards will be applied where required.

14. Artificial intelligence and recordings

14.1 Productivity and AI tools may be used with appropriate confidentiality, data-protection controls and written permission from Sophie S Taylor.

14.2 Clients may not video record, take photos of Sophie S Taylor or team members without written permission.
14.3 Client Confidential Information or personal data will not knowingly be submitted to a public AI service for model training without permission or suitable safeguards.
14.4 The Client must not use Consultant IP, workshop materials or recordings to train AI systems, replicate methods or create competing services.
14.5 Meetings, workshops and coaching sessions may not be recorded, transcribed or joined by automated meeting assistants without advance written agreement and appropriate participant notification.

14.6 Sophie S Taylor may photograph the session, the materials and content so that a record of the outputs can be created and given to the Client as part of the post-workshop process.

14.7 In the event where the Clients' team gather for a team photo at the end of a workshop or retreat, or accept having their photo taken during the session, Sophie S Taylor acts in full belief that the person in the photo have granted permission for the photo to be used for the purpose of providing a record of the event.

15. Intellectual property

15.1 Background IP and proprietary methods
15.1.1 Sophie S Taylor’s intellectual property is a core commercial asset that she uses, develops and sells. Background IP means everything created, owned, acquired or licensed before or independently of the Engagement, together with its improvements and adaptations.
15.1.2 Proprietary Consultant IP includes, without limitation, Strategy Ecosystem™, Alignment-to-Action™, Design-for-Learning-Transfer, Business Transformation Programmes, Executive Education Programmes, Centres of Excellence and extends to include; canvas designs, large-format visual templates, facilitation methods, learning designs, programme architecture, frameworks, models, diagnostics, toolkits, exercises, terminology, questions, prompts, visual language, know-how and future developments.
15.1.3 All such rights remain owned exclusively by Sophie S Taylor or the relevant third-party owner. No Consultant IP or third-party IP passes to the Client through payment, attendance, disclosure, inclusion in a Deliverable or any other act.
15.2 Foreground IP and Workshop Outputs
15.2.1 Foreground IP means a specific bespoke item expressly commissioned and identified in writing as Client- owned. It transfers only if the Statement of Work clearly says so and all related fees are paid.
15.2.2 Workshop Outputs belong to the Client as to the Client’s own ideas, decisions, data, priorities and action plans. The designs, methods, templates, structures, questions and ways of working used to generate those outputs remain Sophie S Taylor’s property.
15.3 Licence and restrictions
15.3.1 The Client normally receives a non-exclusive, non-transferable, perpetual licence to use agreed Deliverables internally. Group-wide, external, commercial, train-the-trainer or publication use requires a separate written licence.
15.3.2 The Client must not copy, reverse engineer, deconstruct, adapt, reproduce, publish, commercialise, resell, teach, sublicense or create competing methodologies from Consultant IP. It must not use Consultant IP to train facilitators, consultants or AI systems without written permission.
15.3.3 No assignment is implied. Improvements to Consultant IP and Facilitation Methods remain Sophie S Taylor’s property even if developed during an Engagement.
15.3.4 If bespoke Foreground IP is expressly assigned, Sophie S Taylor retains a royalty-free licence to use the underlying non-confidential ideas, techniques, generic structures, know-how and residual learning.

16. Limits of the work and Client decisions

16.1 Sophie S Taylor facilitates process. The Client remains solely responsible for all strategic, operational, financial, legal, employment and implementation decisions.
16.2 Sophie S Taylor is not responsible for the decisions, statements, acts, omissions, behaviour or failure to act of the Client Team before, during or after a workshop, programme or other Engagement.
16.3 No responsibility is accepted for whether the Client Team prepares, attends, participates, reaches consensus, communicates, implements or maintains actions.
16.4 No continuing duty exists to update Deliverables after completion unless separately agreed.

17. Liability

17.1 Liability is limited to direct loss caused by proven breach in the proper performance of the particular Engagement.
17.2 No liability is accepted for future business performance or success, profit, revenue, savings, opportunity, reputation, business interruption, indirect loss, implementation outcomes, Client decisions, Client Team conduct, inaccurate Client information, or venue and third-party failures.

17.3 Subject to liabilities that cannot legally be limited, total liability is capped as set out in the Master Agreement, normally by reference to the professional fees for the affected Engagement and available professional indemnity cover.

18. Suspension and termination

18.1 Services may be suspended for overdue payment, unsafe or unlawful conduct, serious confidentiality or IP misuse, lack of access, or conditions preventing professional delivery.
18.2 Either party may terminate for an unremedied material breach. Fees for work performed, reserved capacity and committed expenses remain payable.

18.3 Sophie S Taylor and associate team may terminate a session if the clients' team behaves inappropriately, or causes disruption to the agreed agenda through behavior, time keeping rendering the engagement undeliverable.

19. Compliance and force majeure

19.1 Both parties must comply with applicable law, including anti-bribery requirements. Sophie S Taylor may refuse unlawful, unethical, discriminatory or unsafe instructions.
19.2 Neither party is liable for delay caused by events beyond reasonable control, including illness, severe weather, transport, venue, utility, communications, cyber or government disruption. Remote delivery or rescheduling may be used where practicable.

20. Governing law and full agreement

20.1 The full Master Consultancy Services Agreement, together with the relevant Statement of Work, governs each Engagement. A copy is available by emailing sophie@sophiestaylor.co.uk.
20.2 The Agreement and all non-contractual disputes are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
20.3 Business contact: Sophie S Taylor, PO Box 604, New Malden, London KT3 9JL, sophie@sophiestaylor.co.uk.
20.4 This website summary may be updated from time to time. The version applying to an Engagement is the version incorporated when the Engagement is accepted, unless the parties agree otherwise.