NewtonSquared Terms of Service
Effective from: 21 May 2026
Last updated: 4 September 2026
These Terms of Service set out the basis on which NEWTONSQUARED LIMITED (company number 09183316) of 582 Honeypot Lane, Stanmore, Middlesex, HA7 1JS ("NewtonSquared", "we", "us" or "our") provides services.
Please read these Terms carefully before booking, purchasing or using our services. If you are entering into an engagement on behalf of a company or other organisation, you confirm that you have authority to bind that organisation to these Terms.
1. About these Terms
1.1 These Terms apply to strategic advisory, strategic deep dives, fractional leadership, consulting, workshops, non-executive director ("NED") and UK nominated director-related services, founder coaching, Men Under Pressure coaching, clarity sessions and related services (together, the "Services").
1.2 A written proposal, statement of work, engagement letter, director appointment documentation, booking confirmation or invoice (each an "Engagement Agreement") may set out the scope, deliverables, fees, dates and other terms for a particular engagement.
1.3 If an Engagement Agreement conflicts with these Terms, the Engagement Agreement takes priority for that engagement. These Terms otherwise apply.
1.4 Nothing in these Terms removes or limits rights that a consumer has under applicable law.
2. Our services
2.1 We provide practical strategic, commercial, operational and leadership support. The precise scope of Services will be agreed in writing.
2.2 Unless expressly agreed in writing, our Services do not constitute legal, tax, accounting, investment, financial-regulated, insurance, medical, psychiatric, psychological, therapeutic or other regulated professional advice.
2.3 Coaching is a forward-looking, non-clinical professional service. It is not psychotherapy, counselling, crisis intervention, diagnosis, treatment or a substitute for medical, mental-health, legal, tax, financial or other specialist support.
2.4 We may share perspectives, questions, frameworks, lived experience and practical suggestions. You remain responsible for your decisions, actions, relationships, business operations and implementation of any ideas discussed. You should obtain independent professional advice where appropriate.
2.5 We may decline, pause, refer or end an engagement where the work is outside our competence or the agreed scope, where a conflict arises, where continued delivery would be unsafe or inappropriate, or where we reasonably believe other professional support is more suitable.
3. Client responsibilities
3.1 You agree to provide information, access, decisions and cooperation reasonably needed for us to perform the Services.
3.2 You are responsible for ensuring that information you provide is accurate, complete and lawfully shared with us. You must not provide confidential, personal or third-party information unless you have the right to do so.
3.3 You remain responsible for complying with your own legal, regulatory, employment, governance and contractual obligations.
3.4 You must tell us promptly about any actual or potential conflict of interest, material change of circumstances or issue that may affect the engagement.
4. Fees, invoices and payment
4.1 Fees, currency and any agreed expenses will be stated in the relevant Engagement Agreement, booking confirmation or invoice.
4.2 NewtonSquared is not currently registered for VAT. No VAT will be charged unless and until we become VAT registered, in which case we will notify clients where required.
4.3 We may accept payment by Stripe, bank transfer or another method agreed in writing. We may invoice in GBP, EUR, USD, CAD or SGD, as agreed. You are responsible for bank charges, intermediary fees, foreign-exchange costs and similar charges imposed by your bank or payment provider.
4.4 We may suspend or postpone Services until overdue sums are paid. This does not waive our right to recover amounts due.
4.5 If payment is late, we may charge statutory interest and reasonable debt-recovery costs where permitted by law.
5. Coaching sessions and programmes
5.1 Unless another arrangement is confirmed in writing, an invoice for each coaching session will be issued before the session and must be paid at least 48 hours before its scheduled start time.
5.2 A coaching session is not confirmed until payment arrangements are in place.
5.3 The following commercial rescheduling and cancellation terms apply to coaching sessions:
More than 48 hours’ notice: you may reschedule without charge, or cancel and receive a full refund of amounts paid for that session.
24 to 48 hours’ notice: you may reschedule once without charge. If you cancel rather than reschedule, no refund is due.
Less than 24 hours’ notice or non-attendance: the session is treated as used. No refund or rescheduling is due.
5.4 We may waive or vary these terms in exceptional circumstances at our discretion.
5.5 Programme duration, number of sessions and any package-specific conditions will be stated in the applicable booking confirmation or Engagement Agreement.
5.6 These commercial session-change terms do not remove any statutory cancellation rights that apply to a consumer. Section 11 explains how statutory consumer cancellation rights are handled.
6. Advisory days, projects and retainers
Advisory days
6.1 Unless agreed otherwise in writing, advisory-day fees must be paid at least 48 hours before the scheduled work begins.
6.2 If you cancel or request to reschedule an advisory day:
14 or more calendar days’ notice: you may reschedule without additional charge, or receive a refund less 15% of the advisory-day fee to cover committed preparation and administration.
7 to 13 calendar days’ notice: 50% of the advisory-day fee remains payable. Any amount paid above this may be refunded or credited towards a rescheduled date, at our discretion.
Less than 7 calendar days’ notice: the full advisory-day fee remains payable. No refund is due.
6.3 Pre-approved travel, accommodation, venue, supplier or other third-party costs remain payable once incurred or committed, unless recovered from the relevant supplier.
Projects
6.4 For a project extending over more than one month, unless agreed otherwise in writing, invoices will be issued monthly in advance and must be paid at least 5 calendar days before work for that month begins.
6.5 Project milestones, dependencies, change-control arrangements and any cancellation terms will be stated in the relevant Engagement Agreement.
Retainers
6.6 Fractional and advisory retainers reserve agreed capacity and access. Unless agreed otherwise in writing, retainers have a minimum allocation of two days per month and are invoiced monthly in advance.
6.7 Either party may terminate a retainer or materially reduce its scope by giving at least 60 days’ written notice.
6.8 Retainer fees remain payable in full throughout the notice period. Retainer fees pay for reserved availability and agreed capacity, not only for active hours used. Unused time does not roll over, create a credit or create a refund unless we agree otherwise in writing.
6.9 We may suspend or terminate a retainer immediately by written notice where there is non-payment, a material breach, illegality, a conflict of interest, a safeguarding concern, or conduct that makes the engagement unsafe or unworkable. Where reasonably possible, we will discuss the issue first.
7. NED and nominated director services
7.1 Any appointment as a director, NED, UK nominated director or office-holder is subject to separate written appointment documentation, appropriate due diligence, identity verification, conflicts checks and any legal or regulatory requirements.
7.2 We may decline, suspend or resign from an appointment where required or permitted by law, where conflicts or governance issues arise, where information is not provided, or where continuing would be inappropriate.
7.3 Director duties are owed in accordance with applicable law. Nothing in these Terms requires us to act inconsistently with those duties, our professional judgment or legal obligations.
8. Confidentiality
8.1 Each party will keep the other party’s confidential information confidential and use it only as needed for the engagement.
8.2 Confidential information does not include information that is public through no breach of these Terms, already lawfully known, independently developed, or lawfully received from a third party without a duty of confidence.
8.3 We may disclose confidential information where required by law, court order, regulator or professional obligation, or where reasonably necessary to seek professional advice, enforce our rights, manage insurance, or protect someone from a serious and immediate risk of harm. Where appropriate and lawful, we will seek to notify you first.
8.4 Confidentiality obligations continue after an engagement ends.
9. Data protection, recording and AI
9.1 Each party will comply with applicable data-protection law when handling personal data.
9.2 Our Privacy Policy explains how we handle personal data. It is available on our website.
9.3 Do not send sensitive personal information through a general website contact form unless it is necessary and you are comfortable doing so.
9.4 To support accurate follow-up, reflection, action tracking and continuity across coaching, individual coaching and Men Under Pressure sessions may be transcribed as a standard part of service delivery. If you are uncomfortable with transcription, or would like transcription or AI-assisted analysis to be paused or switched off for a particular session, please tell Alan before that session begins. This will not affect your ability to continue coaching. If transcription is paused or switched off, NewtonSquared may instead make brief manual notes.
9.5 NewtonSquared may use AI-assisted tools to analyse, summarise or organise coaching-session transcripts and notes where this supports reflection, programme delivery, action tracking or the adjustment of next steps for the client’s own coaching relationship. AI-assisted tools are used to support Alan’s professional judgment, not to make decisions solely by automated means.
Where AI-assisted tools are used, NewtonSquared uses private, access-controlled project environments and takes reasonable steps to ensure that client information is not used to train public or general-purpose AI models. If a client does not want information from a particular session to be used in this way, they should tell Alan before that session begins. NewtonSquared will discuss an appropriate alternative, which may include manual notes and follow-up.
10. Intellectual property
10.1 We retain ownership of our pre-existing intellectual property, including methods, frameworks, models, templates, workshop materials, tools, know-how and materials developed independently of an engagement.
10.2 Subject to full payment, you may use deliverables specifically created for you for your internal business purposes, unless an Engagement Agreement states otherwise.
10.3 You must not reproduce, publish, sell, license, adapt or share our proprietary materials externally without our prior written permission, except where necessary for your internal use or as expressly agreed.
10.4 We may use general, anonymised learnings and know-how gained through engagements, provided we do not identify you or disclose your confidential information.
11. Consumers and cancellation rights
11.1 This section applies if you are an individual purchasing Services wholly or mainly outside your trade, business, craft or profession (a "Consumer") and applicable consumer law gives you cancellation rights.
11.2 If you enter into a contract with us online, by email, telephone or another distance means, you may generally have a statutory 14-day cancellation period. We will provide the information and cancellation form required by applicable law where it applies.
11.3 If you want Services to begin during a statutory cancellation period, you must make an express request in writing. Where permitted by law, you may be required to pay for Services supplied up to the point you cancel. If Services have been fully performed after you expressly requested early performance and acknowledged the relevant consequences, your cancellation right may be lost.
11.4 Nothing in Sections 5 or 6 is intended to exclude or restrict statutory consumer rights. Where a statutory right conflicts with a commercial cancellation term, the statutory right takes priority.
12. Liability
12.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
12.2 Subject to Section 12.1, we are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, anticipated savings, or losses arising from decisions made by you or third parties.
12.3 Subject to Sections 12.1 and 12.2, and to the extent permitted by law, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees actually paid by you to NewtonSquared for the Services giving rise to the claim in the 12 months before the event giving rise to the claim.
12.4 The limitations in this section apply only to the extent permitted by law and are subject to any different limit expressly agreed in an Engagement Agreement.
13. Termination
13.1 Either party may terminate a non-retainer engagement by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days of written notice.
13.2 We may terminate or pause an engagement immediately under the circumstances listed in Section 6.9.
13.3 On termination, you must pay for Services properly supplied, committed costs and sums that remain payable under the applicable cancellation or retainer terms.
13.4 Sections intended to continue after termination, including payment, confidentiality, data protection, intellectual property, liability and governing-law provisions, will continue.
14. General
14.1 We may use suitably qualified subcontractors or service providers to support delivery, while remaining responsible for the Services we provide. We will not disclose confidential information except as permitted by these Terms.
14.2 Neither party is liable for delay or failure caused by events beyond its reasonable control. The affected party will notify the other where reasonably practicable.
14.3 You may not transfer your rights or obligations without our written consent. We may transfer our rights and obligations to a successor business, provided this does not materially reduce your rights.
14.4 A failure or delay to enforce a right is not a waiver of that right.
14.5 If a court finds part of these Terms invalid or unenforceable, the remaining provisions will continue in force.
14.6 These Terms and the relevant Engagement Agreement form the entire agreement between the parties in relation to the Services, except where law provides otherwise.
14.7 We may update these Terms from time to time. The version in force when you book or enter into an Engagement Agreement will apply to that engagement unless we agree a change with you in writing.
15. Governing law and contact
15.1 These Terms and any dispute or claim arising from them are governed by the law of England and Wales.
15.2 The courts of England and Wales will have exclusive jurisdiction, except where mandatory consumer law gives you a right to bring proceedings elsewhere.
15.3 Questions, notices and complaints should be sent to:
NEWTONSQUARED LIMITED
582 Honeypot Lane
Stanmore, Middlesex
HA7 1JS
Company number: 09183316
Email: alan@newtonsquared.com