Terms and Conditions – Penganova Consulting Ltd

In these terms, “we”, “our”, or “us” refers to Penganova Consulting Ltd.
“You” or “Client” refers to the individual or organisation engaging our services.

1. About Us

Penganova Consulting Ltd is a UK-based consultancy providing HR and people transformation consulting, organisation design, leadership advisory services and executive coaching,

Registered office: Kent, UK
Company number: 16959250

2. Scope of Services

We provide services as agreed in writing, which may include:

  • HR and people transformation consulting

  • Organisation design and operating model support

  • Leadership development and facilitation

  • Executive coaching (1:1 or group)

  • Interim or fractional leadership support

The specific scope, deliverables, timelines and fees will be set out in a proposal, statement of work, or written agreement.

3. Basis of Engagement

  • We operate as an independent consultancy

  • Nothing in this agreement creates an employment relationship

  • We provide advice, guidance and delivery support, but do not guarantee specific outcomes, as these depend on factors outside our control

4. Fees and Payment

  • Fees will be agreed in advance and confirmed in writing

  • Unless otherwise agreed, invoices are payable within 14 days

  • We reserve the right to:

    • Charge interest on late payments

    • Suspend or withdraw services where payment is overdue

Reasonable pre-agreed expenses may be charged.

5. Cancellation and Rescheduling

Consulting / Project Work

  • Notice periods will be defined in the agreement

  • Work completed up to the cancellation date will be chargeable

Coaching Sessions

  • A minimum of 48 hours’ notice is required to reschedule

  • Late cancellations or missed sessions may be charged in full

6. Confidentiality

We treat all client information as confidential.

  • We will not disclose confidential information without your consent

  • This excludes:

    • Information already in the public domain

    • Disclosure required by law

For coaching engagements:

  • Conversations remain confidential

  • Themes may be shared at a high level where agreed, but not attributable to individuals

7. Data Protection

We process personal data in accordance with our Privacy Policy.

  • Data is used only for legitimate business purposes

  • Coaching-related information is treated with enhanced confidentiality

  • You confirm that you have the right to share any third-party data with us

8. Intellectual Property

  • All materials, frameworks and methodologies developed by us remain our intellectual property

  • You may use deliverables internally within your organisation

  • You may not reproduce, distribute or commercialise our materials without written consent

9. Client Responsibilities

To enable effective delivery, you agree to:

  • Provide accurate and timely information

  • Ensure access to relevant stakeholders

  • Engage in good faith throughout the engagement

We are not responsible for delays caused by lack of access, information or engagement.

10. Limitation of Liability

To the fullest extent permitted by law:

  • We are not liable for indirect or consequential loss

  • Our total liability is limited to the fees paid for the relevant services

Nothing in these terms excludes liability for fraud or any liability that cannot be excluded by law.

11. Professional Boundaries (Coaching)

  • Coaching is not therapy, counselling or legal advice

  • You remain responsible for your own decisions and actions

  • We provide challenge, insight and support, not instruction

12. Use of Associates

We may engage trusted associates or partners where appropriate.

  • We remain accountable for overall delivery

  • All associates operate under confidentiality and appropriate professional standards

13. Termination

Either party may terminate the agreement:

  • In line with agreed notice periods, or

  • Immediately in the event of material breach

Fees for work completed up to termination remain payable.

14. Force Majeure

We are not liable for delay or failure to perform due to events beyond reasonable control, including illness, technology failure, travel disruption or other unforeseen circumstances.

15. Complaints

If you are dissatisfied with any aspect of our service, please contact us:

📧 nina.cooke@penganova.com

We will aim to resolve concerns promptly and constructively.

16. Governing Law

These terms are governed by the laws of England and Wales.
Any disputes will be subject to the jurisdiction of the courts of England and Wales.

17. Updates to These Terms

We may update these Terms and Conditions from time to time.
The version in place at the start of your engagement will apply unless otherwise agreed.

18. Commercial and Value Creation Context

Services may be delivered within private equity-backed, investor-led or high-growth environments.

This may include:

  • Value creation planning

  • Operational efficiency and cost optimisation

  • Organisation restructuring and workforce change

  • Leadership and performance improvement

We provide advisory, challenge and delivery support.
All decisions and outcomes remain the responsibility of the Client.

19. Restructuring and Workforce Change

Where services include restructuring or downsizing:

  • We provide strategic and practical guidance

  • The Client retains full responsibility for:

    • Decisions taken

    • Legal compliance

    • Implementation

We are not responsible for legal outcomes, employee claims or tribunal matters.
Independent legal advice should be sought where appropriate.

20. HR and Regulatory Boundaries

While we provide experienced HR and organisational advice:

  • Our services do not constitute legal advice

  • We do not act as legal representatives

The Client remains responsible for compliance with all applicable laws and regulations.

21. Data, Systems and HR Technology

Where services involve HR systems or technology (e.g. Workday or other SaaS platforms):

  • We provide advisory and implementation support

  • We do not warrant system performance or third-party software outcomes

The Client is responsible for:

  • Data accuracy and integrity

  • System configuration decisions

  • Vendor management

22. Pace, Change and Delivery Risk

The Client acknowledges that:

  • Transformation and scaling environments operate at pace

  • Decisions may be made with incomplete information

  • Change carries inherent risk

We support structured decision-making and prioritisation, but are not responsible for business performance outcomes or investment returns.

23. Stakeholder and Board Engagement

Where we engage with boards, investors or senior stakeholders:

  • We act as an independent advisor

  • We may provide constructive challenge

Final decisions and governance responsibilities remain with the Client.

24. Confidential and Sensitive Information

We may have access to commercially sensitive information, including:

  • Financial performance

  • Strategic plans

  • M&A activity

  • Workforce decisions

We will maintain strict confidentiality, both during and after the engagement.

25. Use of Insight and Experience

We may use general, anonymised insights and learning from engagements:

  • To inform future work

  • For thought leadership

We will never disclose identifiable or confidential client information without consent.

26. Outcomes Disclaimer

While our work is designed to support:

  • Improved performance

  • Organisational effectiveness

  • Leadership capability

We do not guarantee specific commercial outcomes, including revenue growth, EBITDA improvement or investment returns.

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