Parties. These Terms are between Carolynne Owens trading as “Carolynne Alexander” (the “Company”) and the client identified in the applicable order or statement of work (the “Client”). These Terms, together with any agreed proposal or statement of work (“SOW”) and any programme/course-specific terms, form the Agreement.

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1. Services, Programmes & Courses

1.1 The Company provides brand and business consulting services (the “Services”) and may also offer programmes/courses delivered online or in person (together, the “Offerings”).
1.2 The scope for any engagement will be set out in an agreed proposal/SOW or the programme/course description at purchase.
1.3 The Services are advisory in nature and will be delivered with reasonable care and skill.
1.4 Changes to scope, timelines or fees are effective only when agreed in writing (email is sufficient).

2. Fees, Payment & Access

2.1 The Client will pay the Investment set out in the SOW or at checkout for any programme/course.
2.2 Invoices are payable by bank transfer (Services) or by the payment method offered at checkout (programmes/courses, including Thinkific).
2.3 If any sum is overdue, the Company may suspend Services and restrict access to any programme/course portals (including Thinkific) until payment is received.
2.4 Overdue amounts may accrue interest at 4% per annum above the Bank of England base rate, calculated daily.
2.5 The Company is not currently VAT-registered. If VAT status changes, VAT will be added to future invoices at the applicable rate.

3. Cancellations & Refunds

3.1 Refunds are governed by the specific terms of the relevant SOW (for Services) or the programme/course page at purchase (for programmes/courses).
3.2 Unless stated otherwise in those specific terms, any initial payment/retainer is non-refundable, and the Client remains liable for work already completed and non-recoverable committed costs.

4. Payment Plans

By selecting a payment plan, the Client commits to paying the full Investment. Payment plans are not cancellable once the programme/course has been accessed.
If an instalment fails, the Client will receive an automated notice to update payment details. A 7-day grace period will apply.
If payment is not made within the grace period, the Company may suspend access to the programme/course until payments are brought up to date.

5. Use of Services & Materials

5.1 The Client may use Deliverables (e.g. strategy documents, reports, brand narratives) solely for its internal business purposes.
5.2 The Client may not reproduce, resell, sublicense, or exploit the Services, Deliverables, or course materials for commercial purposes, unless expressly authorised in writing by the Company.
5.3 Access to any programme/course is for the named Client only and is not transferable.

6. Intellectual Property

6.1 All frameworks, methods, templates, tools, training materials, and background intellectual property developed or owned by the Company (“Company IP”) remain the exclusive property of the Company.
6.2 Subject to full payment of the applicable Investment, the Company grants the Client a non-exclusive, perpetual, worldwide licence to use the Deliverables (as defined in the SOW) for its own internal business purposes only.
6.3 The Client may not represent the Company’s frameworks, methods, or course materials as its own, nor use them to create derivative programmes, courses, or offerings for resale.
6.4 Third-party materials (e.g. stock assets, fonts, software) are provided subject to their own licence terms.

7. Limitation of Liability

7.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be limited.
7.2 Subject to clause 7.1, the Company’s total aggregate liability arising out of or in connection with the Services (whether in contract, tort, or otherwise) shall be limited to the total Fees paid by the Client in the 12 months immediately preceding the event giving rise to the claim.
7.3 Subject to clause 7.1, the Company shall not be liable for any loss of profits, revenue, business, goodwill, or for any indirect or consequential losses.

8. Disclaimer of Guarantee & Nature of Services

8.1 The Client accepts and agrees that the Company provides advisory services only. The Company does not and cannot guarantee specific outcomes, results, or revenue.
8.2 The Services are not a substitute for legal, financial, investment, tax, or medical advice. The Client should obtain such advice from suitably qualified professionals where needed.
8.3 The Client remains fully responsible for decisions made and actions taken following the Services.

9. Confidentiality

9.1 “Confidential Information” means any non-public information disclosed by either Party in connection with the Services, whether oral, written, or electronic, that is marked or reasonably understood to be confidential.
9.2 Each Party agrees to: (a) keep the other Party’s Confidential Information strictly confidential; (b) use it only for the purpose of performing this Agreement; and (c) protect it using at least the same degree of care it uses to protect its own confidential information.
9.3 Exceptions: information which is public, already known, independently developed, or required to be disclosed by law/regulator.
9.4 Each Party will ensure its employees, contractors, and advisers comply with this clause.

10. Non-Disparagement

Each Party agrees not to make any public statement about the other that is reasonably likely to damage the other’s reputation. This does not prevent either Party from raising legitimate concerns privately, reporting to regulators, or making statements required by law.

11. Indemnities

11.1 Each Party (“Indemnifying Party”) shall indemnify and keep indemnified the other Party (“Indemnified Party”) against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising directly from:
(a) the Indemnifying Party’s breach of its confidentiality obligations;
(b) the Indemnifying Party’s breach of applicable data protection laws; or
(c) any claim that the Indemnifying Party’s materials infringe the intellectual property rights of a third party.
11.2 This clause shall not apply to the extent the claim arises from the Indemnified Party’s own negligence, wilful misconduct, or breach of this Agreement.

12. Governing Law & Dispute Resolution

12.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by the laws of England and Wales.
12.2 The Parties will first seek to resolve any dispute through good faith discussions. If unresolved within 30 days, the Parties agree to attempt mediation before commencing court proceedings.
12.3 Subject to clause 12.2, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

13. Term & Termination

13.1 This Agreement begins on the Effective Date and continues until completion of the Services, unless ended earlier under this clause.
13.2 Either Party may terminate this Agreement for convenience by giving the other Party 30 days’ written notice.
13.3 Either Party may terminate immediately by written notice if the other Party: (a) commits a material breach and does not remedy within 14 days of notice; (b) becomes insolvent; or (c) ceases business.
13.4 On termination, the Client shall pay for all Services performed and non-recoverable costs committed up to the termination date.
13.5 Clauses relating to confidentiality, intellectual property, non-disparagement, indemnities, liability, and any other provisions intended to survive termination shall continue in full force and effect.

14. General Terms

14.1 Entire Agreement. This Agreement (together with any applicable SOW or programme/course terms) is the entire agreement between the Parties and supersedes all prior proposals, discussions, and agreements relating to its subject matter.
14.2 Order of Precedence. If there is any conflict between documents, the following order applies: (a) SOW or programme/course-specific terms, (b) these Terms, (c) any proposal or marketing materials.
14.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.
14.4 No Waiver. A failure or delay to enforce any provision shall not be a waiver of any right.
14.5 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party’s written consent (not to be unreasonably withheld). The Company may use subcontractors and remains responsible for them.
14.6 Execution. This Agreement may be executed electronically and in counterparts. An electronic or scanned signature shall have the same effect as an original.
14.7 Data Protection. Each Party will comply with applicable data protection laws (including UK GDPR). The Company’s Privacy Policy, as updated from time to time, sets out how personal data is handled in connection with the Services.
14.8 Publicity. Unless agreed otherwise in writing, the Company may reference the Client’s name and non-confidential details of the engagement in its portfolio and marketing, provided that any sensitive information remains confidential.
14.9 Rescheduling. If the Client wishes to reschedule a 1:1 consulting session, at least 2 business days’ notice is required. Sessions cancelled or missed with less notice may be charged as attended.
14.10 Notices. Notices under this Agreement shall be sent by email to the addresses set out in the SOW (or as updated in writing) and shall be deemed received on the next business day.

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Contact
Carolynne Owens t/a Carolynne Alexander
Unit 13640, PO Box 6945
London
W1A 6US
Email: hi@carolynne.me

Effective Date: 24th August 2025