GARY HOWELLSADVISORY
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Working together
Terms and conditions
Version 1 October 2026. For business clients using Initial Business Review, Strategic Review and Continuing Adviser services. Please pay particular attention to payment, cancellation and liability in sections 5, 6, 7 and 11.
1. Who we are
Gary Howells Advisory Ltd is a company registered in England and Wales, company number 17466073. In these terms, “we”, “us” and “our” mean the company. “You” means the business client identified in our written engagement agreement.
Our services are offered only to clients purchasing wholly or mainly for purposes connected with their trade, business, craft or profession. They are not offered for personal or household purposes.
Email: gary@garyhowellsadvisory.com. Telephone: +44 7789 008 004. Registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom. Client enquiries, complaints and cancellation notices can be sent to the email address above. The registered office is not described as our trading premises.
Your contract is with the company. Gary Howells provides services on its behalf. A person accepting an engagement for an organisation confirms that they have authority to do so. If your business has not yet been incorporated, the engagement must identify the individual or existing entity commissioning the work; any later transfer needs our written agreement.
2. Our agreement
An engagement means an agreed consultation, project or continuing advisory service. Before you commit, we will give you these terms and a written proposal or booking confirmation stating the client, work, deliverables, fees, payment arrangements, timetable and any minimum commitment. Together these form our agreement once you accept them and we confirm acceptance in writing. Email is sufficient.
When booking or accepting an engagement, you confirm that the services are being purchased wholly or mainly for business purposes. Visiting the website, making an enquiry or having an introductory conversation does not itself create a paid engagement. We will supply a copy of the agreed terms by email or another format you can retain.
An expressly agreed provision in the engagement takes priority over these terms, except that mandatory legal rights always apply. A client purchase order or other client terms do not introduce additional terms unless we expressly accept them in writing. We do not accept an indemnity, guarantee or contractual liability greater than the liability that would otherwise arise at law unless it is expressly agreed in writing after we have reviewed the scope, risk and available insurance. These terms do not retrospectively change an existing contract.
3. What we provide
We provide business advice and practical commercial support, primarily for owners of small and medium sized businesses. Only the work expressly included in the engagement is covered. Additional work, spending or changes to the timetable require written agreement.
The three consultancy services covered by these terms are: Initial Business Review, a focused 60 minute session on one defined issue, including review of your short brief and a written note of conclusions, recommended priorities, next actions and any further questions; Strategic Review, agreed preparation, document review and analysis, a written assessment, recommendation and action plan, and one review meeting; and Continuing Adviser, regular access within an agreed monthly scope and meeting allowance. Detailed research or document review beyond the short brief is not included in an Initial Business Review unless expressly agreed. Larger projects are agreed separately. The engagement will confirm the applicable price, inclusions, delivery dates and any limits on access or revisions.
We will use reasonable care and skill. We do not promise a particular level of sales, profit, funding, savings or business success. Forecasts and scenarios depend on assumptions and are not guarantees.
Our consultancy services do not include legal, tax, audit, investment or other regulated advice or statutory filings, unless separately agreed and lawfully provided by an appropriately qualified person. You should use the relevant specialist for those decisions.
Unless expressly included in a written engagement after we have confirmed that the work is within our competence and insurance arrangements, our services do not include cyber security services, software or digital system design, development, implementation or maintenance; surveys or valuations of land, buildings or other physical property; engineering or construction work; or the manufacture, supply, installation, repair or maintenance of products. General commercial discussion of these subjects does not make us responsible for specialist technical work.
Gary also offers non executive director appointments, subject to mutual suitability, a separate written appointment agreement and appropriate directors and officers insurance or other agreed protection arranged by the appointing company. These consultancy terms, including their liability limits and personal protection provisions, do not govern that appointment or limit any duties or liabilities arising from it. A consultancy engagement does not itself appoint Gary to your board.
Advice relates to the agreed purpose and circumstances at the time it is given. We have no continuing obligation to update completed advice unless that is part of the engagement. Implementation is included only to the extent expressly agreed.
4. Working together
You will provide accurate and complete information, disclose material risks, arrange necessary access, and give decisions and approvals in reasonable time. You must have the right to supply any material or data you ask us to use. We may rely on your information unless checking it is part of the engagement or we have reason to question it.
You retain responsibility for business decisions, legal compliance and approvals. We cannot commit your business to expenditure, bind it to a contract or publish material on its behalf without authority. You will check factual claims and obtain any necessary specialist clearance before publication or implementation.
We will tell you promptly if missing information, approvals or other dependencies affect delivery and agree any revised timetable or fees. Client responsibilities do not excuse a failure by us to use reasonable care and skill.
If you become aware of a complaint, demand, threatened claim or circumstance that may give rise to a claim concerning our services, please notify us promptly, preserve relevant documents and communications, and cooperate reasonably with our investigation and response. Neither party may admit liability, agree a settlement or make a payment on the other party’s behalf without the other party’s written authority. This does not prevent either party from giving truthful information, complying with law or taking reasonable urgent action to reduce loss.
We may use suitable assistants or subcontractors under appropriate confidentiality obligations and remain responsible for their work. We will obtain your agreement before replacing Gary as the principal adviser. The relationship is independent consultancy, not employment, partnership or agency.
5. Fees, expenses and payment
Fees and currency are stated in the engagement. The Initial Business Review fee is £295 unless a different price is expressly agreed. We are not currently registered for VAT and do not charge it. If our VAT status changes, we will make the tax treatment clear before you enter any new or varied agreement; we will not retrospectively add VAT to an agreed fixed price.
Our fees exclude expenses, disbursements and external costs unless the engagement expressly states that they are included. Reasonable expenses and disbursements necessarily incurred in providing the agreed services will be charged in addition to our fees. Where the work includes a face to face meeting or requires travel away from our normal base, these costs may include reasonable travel, accommodation, subsistence, venue and other directly related expenditure.
We will explain the expected expenses and disbursements and obtain your written approval before committing to them. Any material increase requires further approval. Approved costs will normally be charged at cost and supported by receipts or other reasonable evidence where available. Non refundable costs that you approved remain payable if you later cancel or change the relevant meeting or work.
Unless the engagement says otherwise, an Initial Business Review is payable before the appointment, Continuing Adviser fees are payable monthly in advance, and Strategic Review or other project invoices are payable within 14 calendar days of issue. A retainer buys the agreed access, time or services, not unlimited availability. Any allowance and carry forward rules must be stated in the engagement.
Please raise invoice queries promptly, explaining the disputed amount. Pay the undisputed balance on time. A genuine dispute will be investigated before we pursue the disputed amount.
For overdue business debts, we may claim statutory interest and recovery compensation where the law permits. After written notice and at least seven days to put an undisputed overdue payment right, we may pause work. Any suspension must be proportionate. We will agree a practical restart date once payment is received.
6. Appointments and cancellation
You may cancel or rearrange an Initial Business Review by emailing us.
If you give at least 48 hours’ notice, you may choose a full refund or one rearranged appointment without an additional charge.
If you give between 24 and 48 hours’ notice, the fee is not refundable, but you may transfer it once to a rearranged appointment. The new appointment must normally take place within 60 days.
If you give less than 24 hours’ notice or do not attend, the fee is not refundable and cannot normally be transferred. Any amount retained will not exceed our reasonable net loss, including agreed preparation and appointment time we could not reasonably rebook, after deducting costs saved and replacement earnings. If our net loss is lower than the amount paid, we will refund the balance. We may make a reasonable exception for serious illness or another exceptional circumstance.
If we cancel an appointment, you may choose a replacement date or a full refund. If illness or technical problems prevent delivery, we will discuss a practical alternative promptly. These arrangements do not restrict any remedy you have for our breach.
7. Ending a project or retainer
Unless a different notice period or minimum term is expressly agreed, either party may end a continuing retainer on 30 calendar days’ written notice. Fees remain payable for the agreed availability and services during that notice period; any advance payment for the period afterwards will be refunded.
You may end a project on written notice. You pay for work reasonably completed and unavoidable external commitments you approved before cancellation. We will take reasonable steps to reduce costs and refund any excess advance payment. We do not automatically charge the entire unfinished project fee.
Either party may end an engagement for a serious breach if the other party does not remedy it within 14 days of written notice, or immediately if it cannot reasonably be remedied. We may also stop work that would be unlawful or create a material conflict that cannot reasonably be managed. Any insolvency termination right applies only where the law permits it.
On ending, we will provide paid for work completed to date and a reasonable account of outstanding matters. Draft or unfinished work will be identified. Termination does not remove accrued rights. Confidentiality, payment, intellectual property, liability and dispute provisions continue where relevant.
8. Confidentiality and conflicts
Each party will protect the other’s confidential information and use it only for the engagement. Disclosure is limited to people who need it for that purpose, professional advisers and insurers subject to confidentiality, or where the law requires it. Where lawful, the other party will be told before compulsory disclosure.
This duty does not cover information lawfully known already, independently developed, lawfully obtained from someone else, or publicly available without a breach. It continues for five years after the engagement ends, and for trade secrets for as long as they remain secret. Personal data remains protected as required by law.
We may work for other clients, including in the same sector, but will not disclose your confidential information. We will tell you about a material conflict and agree how to manage it or decline the affected work. We will not use your name, logo or identifiable case history in publicity without your written consent.
9. Ownership and use of work
You retain ownership of materials you supply and allow us to use them only as needed to deliver the engagement. We retain ownership of our methods, templates, tools and other materials, including work we create, unless an assignment of ownership is expressly agreed.
Once the relevant fees are paid, you receive a perpetual, nonexclusive licence to use, reproduce and adapt the final deliverables for the purposes agreed, including publication where that is their intended purpose. Your staff, professional advisers and implementation suppliers may use them for those purposes subject to confidentiality. Separate third party material remains subject to its own licence, which we will identify.
You may not resell our templates or methodology as a standalone product without permission. Sharing advice does not give another person a right to rely on it. Reliance by a funder, investor, buyer or other third party requires our prior written agreement. We are not responsible for changes others make to our work.
10. Data, AI and external providers
Each party will comply with applicable data protection law. We use client contact details to administer and deliver the engagement, maintain necessary records and meet legal obligations. Our privacy notice explains how we use personal information; accepting these terms is not consent to marketing.
If we process personal data on your behalf, the necessary data processing agreement, roles, security arrangements, permitted providers and any international transfers must be agreed before that processing starts. Please do not send unnecessary sensitive personal information.
We may use digital tools, including AI, to assist research and preparation, with appropriate human review. We will not put your confidential information or personal data into an AI service without an agreed lawful basis and suitable confidentiality and data protection safeguards. Use of tools does not reduce our duty of reasonable care and skill.
Meetings will not be recorded or transcribed without the participants’ prior agreement. Where you contract directly with an external supplier, its own terms apply. We do not guarantee its performance, but remain responsible for our own agreed selection, advice or management work. We will disclose any referral payment or other material interest.
11. Liability
Nothing in our agreement excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other liability that the law does not allow us to exclude or limit.
Subject to those exceptions, our total liability arising from or connected with a single engagement, across all claims whether in contract, negligence, breach of statutory duty or otherwise, will not exceed the greater of £10,000 and the fees paid or payable for that engagement. For a continuing retainer, the fee calculation uses the 12 months immediately before the first event giving rise to a claim, or the period since it began if shorter. Related claims are counted together, not as separate caps.
Subject to the same exceptions, we are not liable for indirect or consequential loss, or for lost profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect. Reasonable direct costs of correcting defective work are not excluded by that sentence, but remain subject to the cap.
The parties should consider the value and risk of the engagement before accepting this allocation. If you need a higher liability limit, raise this before the work starts so that a different limit and any related fee can be agreed in writing. These restrictions apply only to the extent they are lawful and reasonable.
You agree to bring contractual and negligence claims relating to the services against the company, not personally against its directors, staff or subcontractors. Those people may enforce this protection under the Contracts (Rights of Third Parties) Act 1999. It does not protect anyone against their own fraud or any liability that cannot lawfully be limited. It does not reduce the company’s responsibility under this agreement.
12. Website and publications
Our website and general publications provide information and commentary. They are not advice tailored to your circumstances and do not create a client relationship. Obtain appropriate advice before making decisions based on them.
We take reasonable care when preparing material but information can change. We do not promise uninterrupted website availability or the accuracy of external websites. This does not reduce our duties under an agreed engagement.
You may view and retain content for personal or internal business reference. Republishing it or using it commercially requires permission unless permitted by law or an express licence. Do not interfere with the website, introduce malicious material or attempt unauthorised access.
13. Problems, delays and disputes
If something is wrong, email Gary at gary@garyhowellsadvisory.com with the details and the outcome you seek. We aim to acknowledge complaints within five working days and provide a substantive reply within 20 working days, or explain when you can expect one.
Neither party is responsible for a delay caused by an event beyond its reasonable control, provided it acts reasonably to limit the effect and keeps the other informed. This does not excuse payment already due. If the interruption lasts more than 30 days, either party may end the affected work and advance fees for undelivered services will be refunded.
We will first try to resolve disputes through discussion. The parties may agree to use mediation, without losing the right to seek urgent court relief or meet a legal deadline.
English and Welsh law governs the agreement. The courts of England and Wales have exclusive jurisdiction.
Changes to an agreed engagement require agreement in writing. Updated website terms apply only to future engagements unless both parties agree otherwise. If a provision is unenforceable, the remainder continues so far as legally possible. Except for the protection in section 11, no third party may enforce the agreement. Notices should be sent to the contact addresses in the engagement; this does not change formal rules for serving legal proceedings.
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