Terms of business.

1. Who we are and what these terms cover

1.1 Azimuth is a trading name of Azimuth Partners Ltd, a company registered in England and Wales (company number 16360004), registered office Belmont Suite, Paragon Business Park, Chorley New Road, Horwich, Bolton BL6 6HG, VAT number 489907616 (“Azimuth”).

1.2 These terms apply to the consultancy, training, coaching and review work Azimuth provides to schools, trusts and other organisations (“you”).

1.3 Each piece of work is described in an engagement letter or, for smaller bookings, in the booking confirmation. The letter or confirmation and these terms together make the agreement. If they differ, the letter or confirmation applies.

2. The work

2.1 Azimuth will carry out the work described in the engagement letter (“the scope”) with reasonable skill and care. José Picardo will carry out the work personally unless the letter says otherwise.

2.2 A proposal forms part of the agreement only where the engagement letter says so.

2.3 Changes to the scope must be agreed in writing, and email is enough. A change may alter the fee or the dates, and Azimuth will say so before the change is agreed.

2.4 Azimuth’s findings and recommendations are professional advice. Decisions about whether and how to act on them remain yours.

3. Your part

3.1 You will name a main contact, and provide in good time the information, access, people and facilities the work reasonably needs.

3.2 If information or access arrives late, Azimuth may need to move dates. Where extra time is needed as a result, Azimuth will agree it with you before charging for it.

4. Days and time

4.1 A day is up to seven hours of work, including preparation and follow-up but not travel. A half day is up to three and a half hours.

4.2 Where the letter sets a number of days, Azimuth will tell you before the days are used up. Further days are charged at the day rate in the letter, only once agreed in advance.

4.3 Days not used by the end date in the letter lapse, unless the letter says otherwise.

5. Fees, expenses and payment

5.1 Fees are as set out in the engagement letter, plus VAT at the current rate.

5.2 Travel is charged at cost: standard-class rail, or mileage at HMRC’s approved rate (55p a mile from April 2026).

5.3 Where the venue is more than 100 miles from Salisbury, or the work starts before 9am at a venue more than 60 miles away, Azimuth may stay the night before. Accommodation is a standard room with breakfast at a mid-range hotel near the venue, such as a Premier Inn or Travelodge, booked by Azimuth and charged at cost. Azimuth will confirm any overnight stay when the dates are agreed, and you may arrange the accommodation yourself instead.

5.4 Invoices are payable within 30 days of the invoice date. Please quote any purchase order number in the engagement letter so it appears on invoices.

5.5 If an invoice is overdue, Azimuth may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Azimuth may also pause the work after giving you seven days’ written notice.

6. Moving or cancelling sessions

6.1 You may move or cancel a session by telling Azimuth in writing. The charge, as a share of that session’s fee, depends on the notice given:

• More than 14 days: no charge.
• 48 hours to 14 days: 50%.
• Less than 48 hours: 100%.

6.2 Moving a session to a new date follows the same scale, so a move with more than 14 days’ notice costs nothing.

6.3 Travel or accommodation already booked that cannot be refunded is charged at cost.

6.4 If Azimuth has to cancel, for example through illness, Azimuth will offer a new date or refund the fee for that session. Azimuth has no further liability for the cancellation.

6.5 Small bookings follow simpler rules:

• Strategy consultations and coaching sessions can be moved or cancelled free up to 48 hours before. With less notice the fee is kept, though Azimuth will try to find a new time.
• Individual places on open sessions are refunded in full up to seven days before. After that the place can pass to a colleague or move to a later date of the same session.

7. Materials and intellectual property

7.1 Azimuth keeps ownership of its existing materials, methods, frameworks and tools, and of anything not made specifically for you (“Azimuth materials”).

7.2 You may use, copy and adapt Azimuth materials provided during the work for use within your organisation, including schools that later join your trust, without time limit. You may not sell them or publish them outside your organisation without Azimuth’s agreement.

7.3 Documents written specifically for you and named as yours in the engagement letter, such as your strategy or policy, belong to you once paid for. Azimuth may reuse the general knowledge and experience gained.

8. Confidentiality and conflicts of interest

8.1 Each side will keep the other’s confidential information confidential and use it only for the work. This does not apply to information that is public, was already known, or must be disclosed by law or a regulator. This duty continues after the work ends.

8.2 Azimuth will tell you promptly about any conflict of interest that arises during the work.

8.3 Azimuth will name you as a client, quote you or publish a case study only with your written agreement.

9. Data protection

9.1 Each side will comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018.

9.2 Azimuth will handle personal data only as the work needs, keep it secure, share it with no one except as the work requires, and delete or return it when the work ends, unless the law requires it to be kept.

9.3 Where Azimuth processes personal data on your behalf, for example the results of a staff survey, it does so as your processor, only on your instructions, under the data processing terms in the schedule below.

9.4 Azimuth will not put personal data about your pupils or staff into AI tools without your written agreement, and will use only tools that do not train on that data.

9.5 How Azimuth handles personal data generally is set out in the privacy notice.

10. Safeguarding

10.1 José Picardo holds an enhanced DBS certificate, registered with the DBS Update Service, and will follow your safeguarding policy and visitor procedures when on site.

11. Liability

11.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

11.2 Subject to 11.1, Azimuth’s total liability arising from each engagement is limited to the fees paid or payable for that engagement.

11.3 Neither side is liable for indirect or consequential loss, or for loss of profit, revenue or data.

11.4 Azimuth does not test, configure or change your systems unless the engagement letter says so.

12. Ending the agreement

12.1 Either side may end the agreement by giving 30 days’ written notice.

12.2 Either side may end it at once if the other seriously breaches it and does not put the breach right within 14 days of being asked, or becomes insolvent.

12.3 When the agreement ends, you pay for work done and expenses incurred up to the end date, plus any charges under clause 6 for sessions inside those notice periods. Azimuth refunds anything paid for work not yet done.

12.4 Clauses 7, 8, 9 and 11 continue after the agreement ends.

13. General

13.1 Azimuth works as an independent business. Nothing in the agreement creates employment or a partnership.

13.2 Neither side is liable for delay caused by events beyond its reasonable control. Both will work to reschedule.

13.3 The agreement replaces earlier discussions about the same work. Changes must be agreed in writing.

13.4 The agreement may be signed electronically, and an electronic signature counts as an original.

13.5 Notices may be sent by email to the contacts named in the engagement letter.

13.6 No one other than you and Azimuth has rights under the agreement.

13.7 If you buy as an individual rather than for an organisation, nothing in these terms affects your rights as a consumer.

13.8 The agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.

Schedule: data processing terms

S1. These terms apply where Azimuth processes personal data on your behalf, as your processor under the UK GDPR.

S2. Subject matter and duration: the personal data needed for the work in the engagement letter, for as long as the work lasts and any time needed to return or delete it.

S3. Nature and purpose: collecting, storing, analysing and reporting on information to carry out the work, for example staff or student surveys, interview notes and reports from your systems.

S4. Kinds of data and people: names, roles, contact details, survey responses and other information about staff, pupils, governors or parents that you choose to share. No special category data unless the engagement letter says so.

S5. Azimuth will:

• act only on your documented instructions, including the engagement letter, unless the law requires otherwise, and tell you first unless the law forbids it;
• make sure anyone handling the data is bound by confidentiality;
• keep the data secure, including encrypted devices and accounts protected by multi-factor authentication;
• use no other processor without your prior agreement. You agree to Azimuth using Microsoft 365 for email, calendars and file storage. Azimuth will tell you before using any other processor, you may object, and any processor used will be bound by the same obligations;
• help you respond to requests from people exercising their data protection rights;
• help you meet your obligations on security, breach notification, data protection impact assessments and consulting the Information Commissioner;
• tell you without undue delay, and within 48 hours, after becoming aware of a breach affecting the data;
• delete or return the data, as you choose, when the work ends, unless the law requires it to be kept;
• give you the information needed to show these terms are met, and allow an audit by you or an auditor you appoint, on reasonable notice.

S6. Azimuth will not transfer the data outside the UK without your prior written agreement and appropriate safeguards.