Client terms of engagement

This is version 2.0 of client terms of engagement. The version that governs a signed engagement is the one in force on the day it was signed, and every acceptance is recorded against its exact text.

In this document "Nuub" means Nuub Limited (company number 12345678), registered office The Future Works, 2 Brunel Way, Slough, SL1 1FQ, United Kingdom, trading as Nuub.

Contractual notices go to admin@nuub.co.uk. Data protection requests go to admin@nuub.co.uk. Nuub's ICO registration is being processed; contact the privacy address above for the current position.

These are business-to-business terms, governed by the law of England and Wales. If you are buying wholly or mainly outside a trade, business, craft or profession, contact Nuub before purchasing, because different rights apply.

These terms, together with the engagement letter or online order confirming your service, scope, price and start date, form the whole agreement between you and Nuub. Where they conflict, the engagement letter prevails.

An engagement begins when payment or an approved purchase order is received and the service brief is submitted through the platform, whichever is later.

All work is delivered through the Nuub Method — Navigate, Understand, Unlock, Build — and through the Nuub platform. Each service has a published stage plan, a named accountable executive and a published turnaround measured in working days.

The turnaround clock starts when the service brief is complete and all required evidence has been supplied, not when the order is placed. This is deliberate: it is how we deliver right first time rather than returning with a second round of questions.

If required evidence is not supplied within twenty working days of purchase, Nuub may pause the engagement and reschedule executive time. Fees remain payable.

You will provide accurate and complete information, timely access to the people named in the stage plan, and a single decision-maker empowered to approve deliverables.

You confirm that you have the right to share any data you upload and that you have removed personal data that is not necessary for the engagement.

You pay one agreed rate. There is no markup on top of the executive's day rate and no separate management fee — Nuub is paid out of the same fee you already see.

Published prices exclude VAT. Fixed-price services are payable in advance. Retained and fractional work is invoiced monthly in advance unless the engagement letter states otherwise. Invoices are payable within fourteen days.

Late payment carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Nuub may suspend delivery on any account more than thirty days overdue.

Travel, accommodation and pre-approved out-of-pocket expenses are billed to the client at cost and paid to the executive in full. Nuub takes no share of expenses. Expenses must be approved by the client before they are incurred.

Session cancellation and rescheduling windows are published against each bookable session at the point of booking and are incorporated into this agreement.

For fixed-price delivery work, cancellation before the brief is submitted is refunded in full less any executive time already committed. After delivery has started, fees for completed stages are non-refundable and unstarted stages are refunded.

Where you are a consumer contracting at a distance you have a statutory fourteen-day cancellation right; by asking us to start within that period you agree to pay for services supplied up to the point of cancellation.

On payment in full, ownership of the deliverables produced specifically for you transfers to you.

Nuub retains ownership of the Nuub Method, its frameworks, templates, benchmarks, scoring models, software and know-how, and grants you a perpetual, non-exclusive licence to use them within the deliverables for your own internal business purposes.

Deliverables are prepared for you and your stated purpose. They may not be relied upon by a third party without our written consent.

Each party keeps the other's confidential information secret, uses it only to perform this agreement, and returns or destroys it on request. The obligation survives termination by five years.

Nuub may reference the engagement in anonymised form for benchmarking and marketing. Named case studies require your written approval.

Executives are introduced to you through Nuub. For the duration of an engagement and for twelve months afterwards you will not engage an introduced executive directly outside the Nuub platform for the type of work introduced.

If you wish to continue with an executive outside the platform, an introduction fee equal to twenty per cent of the first twelve months of the executive's fees applies, or the appointment may be transferred to a Nuub fractional agreement instead.

Nuub uses AI to accelerate analysis and to produce first drafts of deliverables. AI output is never issued to a client unreviewed: a named executive reviews, corrects and approves every artefact before release, and that executive is accountable for its content.

Client material submitted through the platform is used to deliver that client's engagement. It is not used to train third-party foundation models.

AI-assisted analysis is an input to professional judgement, not a substitute for it, and does not constitute regulated legal, accounting, tax, investment or medical advice.

Each party complies with the UK GDPR and the Data Protection Act 2018. Where Nuub processes personal data on the client's behalf it does so only on documented instructions, under confidentiality, with appropriate technical and organisational measures, and it assists with data subject requests.

Client material is retained for the duration of the engagement plus seven years for professional record-keeping, then deleted. A client may request earlier deletion of material not required for legal or audit purposes.

Sub-processors used to deliver the platform are listed in the privacy notice. Clients are notified before a new sub-processor is engaged.

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to the above, each party's total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid or payable under that engagement in the twelve months preceding the event giving rise to the claim.

Neither party is liable for loss of profit, loss of anticipated savings, loss of business opportunity or any indirect or consequential loss.

Recommendations are advisory. Decisions to act on them, and their commercial outcome, remain with the client's board.

Either party may terminate an engagement on thirty days' written notice, or immediately on material breach not remedied within fourteen days, or on insolvency.

On termination you pay for all work performed and commitments already made to executives up to the termination date, and Nuub releases all deliverables produced to that point.

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Before issuing proceedings the parties will escalate in good faith: first to the engagement lead, then to a director of Nuub, then to mediation under the CEDR Model Mediation Procedure.

• Executive network agreement — The terms on which an executive joins the Nuub bench, delivers work and is paid a share of billings.
• Fractional appointment terms — Additional terms for ongoing COO, CFO, NED and Chair appointments placed and administered by Nuub.
• Platform terms of use — How the Nuub platform, workspace, assessments and AI features may be used by clients and executives.
• Expenses and travel policy — What can be claimed, how it is approved, and why Nuub takes no share of expenses.
• Booking and session terms — How a paid session is booked, rescheduled, cancelled and credited, and what happens if either side does not turn up.
• Constraint assessment terms and disclaimer — The basis on which the constraint assessment, its scores and its cost-of-constraint estimates are provided.
• Growth partnership and retainer schedule — The additional terms that apply to a recurring monthly partnership: term, notice, what is included and what happens to unused capacity.
• Referral programme terms — How a referral is registered, when a reward becomes payable, and what disqualifies a referral.
• Privacy notice — What personal data Nuub holds, why, on what lawful basis, who it is shared with, how long it is kept and what rights apply.
• Cookie notice — What is stored on your device, why, and how to control it.
• Data processing addendum — The controller-to-processor terms that apply where Nuub processes personal data on a client's documented instructions.
• Mutual non-disclosure agreement — Standard mutual confidentiality terms for exploratory conversations before an engagement is contracted.
• Nuub Pulse subscription terms — The terms for the Nuub Pulse monthly business subscription: what is included, what is explicitly not included, renewal and cancellation, what happens if a payment fails, and how your information is treated.
• Accessibility statement — The accessibility standard Nuub works towards, what is known to fall short, and how to report a problem.