Terms and conditions of service.

About This Agreement

These terms and conditions govern the relationship between Dragon Forge Advisory, operated by Jason Barnes, and any client who engages Dragon Forge Advisory for advisory services. By signing this agreement, the client confirms that they have read, understood, and accepted these terms in full.

These terms apply to all services offered by Dragon Forge Advisory, including the Nine Step Business Transformation Programme, the One to One Advisory Retainer, Advisory Board membership, and single advisory sessions. Where a specific service has particular terms, those are set out within the relevant clause.

Please read this agreement carefully before signing. If you have any questions about any clause, please raise them with Jason Barnes before signing. Dragon Forge Advisory recommends that clients seek independent legal advice if they are uncertain about any aspect of this agreement.

1. Definitions

In this agreement the following definitions apply:

(a) "Dragon Forge Advisory" or "we" or "us" refers to the advisory practice operated by Jason Barnes trading as Dragon Forge Advisory.

(b) "Client" or "you" refers to the individual or business named on the cover page of this agreement who has engaged Dragon Forge Advisory for services.

(c) "Programme" refers to the Nine Step Business Transformation Programme, a structured advisory engagement delivered across nine sessions.

(d) "Retainer" refers to the Dragon Forge Advisory One to One Advisory Retainer, an ongoing monthly advisory engagement.

(e) "Single Session" refers to a standalone advisory session booked outside of a Programme or Retainer engagement.

(f) "Session" refers to any scheduled advisory meeting between Dragon Forge Advisory and the Client, whether delivered in person or remotely.

(g) "Commencement Date" refers to the date on which the first session is formally booked, provided that booking is made within 30 days of this agreement being signed by both parties.

(h) "Single Session Rate" refers to the current published rate for a standalone advisory session as set by Dragon Forge Advisory at the relevant time. At the date of this agreement the Single Session Rate is £750.

(i) "Advisory Board" refers to the Dragon Forge Advisory peer advisory group, a facilitated monthly session for a small group of non-competing Midlands business owners.

(j) "Back Out Clause" refers to the right of a Programme client to exit the Programme after the first three sessions, subject to the conditions set out in Clause 6(b).

2. Scope of Services

Dragon Forge Advisory will provide the service described on the cover page of this agreement in accordance with these terms. The scope of each service is as follows:

(a) The Nine Step Business Transformation Programme consists of nine structured advisory sessions delivered at a pace agreed between Dragon Forge Advisory and the Client. The programme covers the areas of business audit, goal setting, messaging, marketing, digital presence, team development, customer service, delegation, and programme completion. The precise content of each session is determined by the needs and circumstances of the Client's business.

(b) The One to One Advisory Retainer provides ongoing monthly advisory support including a regular session, access to Jason Barnes for questions and guidance between sessions, and continued input into the development of the Client's business. The specific focus of each month is agreed at the outset of each session.

(c) Single Sessions provide focused advisory input on a specific topic or challenge agreed in advance. The scope of each single session is confirmed at the time of booking.

(d) The Advisory Board provides a monthly facilitated peer advisory session for a group of non-competing Midlands business owners. The group is facilitated by Jason Barnes. Sessions are held at a central Midlands venue. Advisory Board membership is subject to the additional terms set out in Clause 5(f) to 5(i) and Clause 6(e) to 6(f).

(e) Dragon Forge Advisory is not responsible for the implementation of any recommendations made. Implementation is the sole responsibility of the Client. Dragon Forge Advisory does not provide legal, financial, accounting, or regulated financial advice. Where such advice is required, the Client should engage an appropriately qualified professional.

3. Commencement and Duration

(a) This agreement commences on the Commencement Date as defined in Clause 1(g). The Client must book the first session within 30 days of signing this agreement. Failure to do so will not affect the payment obligations set out in Clause 4.

(b) The Nine Step Business Transformation Programme is designed to be completed at a pace that suits the Client. Dragon Forge Advisory recommends that no more than four weeks pass between consecutive sessions in order to maintain momentum and the integrity of the programme. However, the scheduling of sessions is ultimately at the Client's discretion.

(c) All nine sessions of the Programme must be completed within 18 months of the Commencement Date. If the Programme has not been completed within 18 months, the agreement in respect of the Programme lapses. Any remaining sessions not yet delivered may be purchased by the Client at the Single Session Rate current at that time. Dragon Forge Advisory is under no obligation to deliver remaining sessions beyond the 18 month window at the original Programme fee.

(d) The One to One Advisory Retainer operates on a rolling monthly basis and continues until terminated by either party in accordance with Clause 8.

(e) Single Sessions are booked individually and have no fixed duration beyond the session itself.

4. Fees and Payment

(a) The fees for the agreed service are as set out at the time of engagement and confirmed on the cover page of this agreement or in a separate written quotation provided by Dragon Forge Advisory.

(b) Fees for the Nine Step Business Transformation Programme are structured as 12 equal monthly payments regardless of the pace at which sessions are delivered. The total fee is divided across 12 monthly instalments as a matter of payment convenience and does not reflect a 12-month delivery commitment. The Client acknowledges and agrees that the 12 monthly payments are due in full even if the programme is completed in fewer than 12 months, subject to the Back Out Clause set out in Clause 6(b).

(c) Invoices will be raised by Dragon Forge Advisory on or before the date each monthly payment falls due. Payment is required by direct debit within 7 days of the invoice date. Dragon Forge Advisory will provide details of the direct debit arrangement prior to the Commencement Date.

(d) Fees for the One to One Advisory Retainer are invoiced monthly in advance. Payment is required by direct debit within 7 days of the invoice date.

(e) Single Sessions are invoiced in advance of the session. Payment is required within 7 days of the invoice date and must be received before the session takes place.

(f) Advisory Board membership is invoiced monthly in advance at the rate of £300 per month. Payment is required by direct debit within 7 days of the invoice date.

(g) Where a payment is not received within 7 days of the invoice date, Dragon Forge Advisory reserves the right to suspend the delivery of services until the outstanding amount is paid in full. Suspension of services does not affect the Client's payment obligations and does not pause or extend any delivery timeline.

(h) All fees are stated exclusive of Value Added Tax where applicable. Dragon Forge Advisory will notify the Client in writing if it becomes required to charge Value Added Tax.

5. Cancellation and Rescheduling of Sessions

(a) The Client may cancel or reschedule a session without charge provided that at least 72 hours notice is given to Dragon Forge Advisory prior to the scheduled session time. Notice must be given directly to Jason Barnes by telephone or email.

(b) Where a session is cancelled or rescheduled with less than 72 hours notice, that session will be treated as having been delivered for the purposes of this agreement. The session will be recorded as used and the programme or retainer will continue from the next scheduled session.

(c) Dragon Forge Advisory acknowledges that exceptional personal or business circumstances may arise that make the 72 hour notice requirement impossible to meet. In such circumstances, Dragon Forge Advisory may at its sole discretion waive the late cancellation provision and reschedule the session without it being recorded as used. This discretion will be exercised reasonably and will not be applied routinely. The Client should not assume that a waiver will be granted.

(d) Where late cancellations result in the Client reaching the end of the 12 payment period with sessions of the Programme still outstanding, those remaining sessions may be purchased at the Single Session Rate current at that time. Dragon Forge Advisory is under no obligation to deliver outstanding sessions at the original Programme fee beyond the payment period.

(e) Dragon Forge Advisory will use reasonable endeavours to avoid cancelling or rescheduling sessions. In the event that Dragon Forge Advisory cancels a session due to illness or unforeseen circumstances, Dragon Forge Advisory will use reasonable endeavours to reschedule the session at the earliest mutually convenient date. If a suitable alternative date cannot be agreed within that month, no charge will be made for that month in respect of the cancelled session.

Advisory Board Attendance Policy

The following sub-clauses apply specifically to Advisory Board membership.

(f) The monthly Advisory Board fee of £300 is a membership fee and is payable whether or not the member attends a given session. Dragon Forge Advisory will use reasonable endeavours to find an alternative session date where a member is unable to attend, provided that an alternative date can be agreed that works for all members of the group. Where no suitable alternative date can be found, the member will receive a one to one catch-up session with Jason Barnes in place of the group session for that month at no additional charge.

(g) Where Dragon Forge Advisory is unable to facilitate a scheduled Advisory Board session due to illness or unforeseen circumstances, Dragon Forge Advisory will use reasonable endeavours to reschedule the session at the earliest mutually convenient date for all members. If a suitable alternative date cannot be found within that month, no charge will be made to any member for that month.

(h) Advisory Board sessions are personal to the member named in this agreement. Members may not send a substitute to attend a session in their place without the prior written consent of Dragon Forge Advisory. Where Dragon Forge Advisory does consent to a substitute attendee, the substitute must be a senior person employed within the member's own business. Substitute attendance is permitted on a maximum of two occasions per membership year. A substitute attendee is bound by the same confidentiality obligations as the member.

(i) Dragon Forge Advisory will use reasonable endeavours to ensure that Advisory Board membership reflects a range of commercial specialisms including areas such as sales, finance, operations, marketing, and technology, where possible. Dragon Forge Advisory does not guarantee the composition of the group at any given time.

6. Early Termination and Back Out Clause

(a) The Nine Step Business Transformation Programme is designed and priced as a complete and integrated programme. Each session builds upon the work of the sessions that preceded it and the full value of the programme is only realised upon completion. Clients are strongly encouraged to complete the programme in its entirety.

Back Out Clause: Nine Step Business Transformation Programme

The following clause sets out the Client's right to exit the Programme after the first three sessions under defined conditions.

(b) After completing the first three sessions of the Programme, the Client has a single right to exit the Programme. To invoke this right, the Client must notify Dragon Forge Advisory in writing within seven days of the date on which the third session was delivered. Notification must be sent directly to Jason Barnes by email. Notification received after the seven day window will not be accepted and the full programme commitment set out in Clause 6(c) will apply.

(c) Where the Client validly invokes the Back Out Clause in accordance with Clause 6(b), the three sessions already delivered will be recharged at the Single Session Rate of £750 per session, totalling £2,250. Any difference between the amount already paid by the Client and £2,250 will be settled immediately. If the Client has paid less than £2,250, the outstanding balance becomes due immediately. If the Client has paid more than £2,250, Dragon Forge Advisory will refund the difference within 14 days. The Single Session Rate used for this calculation is fixed at £750 as at the date of signing of this agreement.

(d) Where the Client does not invoke the Back Out Clause within the seven day window following the third session, the full programme commitment applies. If the Client subsequently wishes to discontinue the Programme before all nine sessions have been delivered, the Client remains liable for all 12 monthly payments in full. Early discontinuation does not reduce, suspend, or extinguish the payment obligation. The remaining monthly payments will continue to fall due on their scheduled dates.

(e) The One to One Advisory Retainer may be terminated by either party giving not less than 3 months written notice. Notice must be given in writing to the other party. During the notice period all monthly fees continue to fall due and all sessions continue to be delivered in the normal way.

(f) Advisory Board membership may be terminated by either party giving not less than 3 months written notice in writing. During the notice period the monthly membership fee continues to fall due and the member continues to be entitled to attend sessions in the normal way.

(g) Single Sessions may not be cancelled once booked and paid for. Where a session cannot proceed due to circumstances beyond the Client's control, Dragon Forge Advisory will at its discretion offer a rescheduled date.

7. Advisory Nature of Services and Indemnity

(a) Dragon Forge Advisory provides business advisory services based on the experience and judgment of Jason Barnes. All recommendations, suggestions, frameworks, and guidance provided are advisory in nature. They represent the professional opinion of Dragon Forge Advisory and are intended to inform the Client's own decision-making.

(b) The Client retains full responsibility for all decisions made in relation to their business. The Client acknowledges that it is their responsibility to evaluate any advice or recommendation provided by Dragon Forge Advisory and to determine whether it is appropriate for their specific circumstances before acting upon it.

(c) Dragon Forge Advisory does not guarantee any specific outcome, result, or level of business performance as a result of the services provided. The success of any advisory engagement depends upon the commitment, effort, and decisions of the Client.

(d) Dragon Forge Advisory shall not be liable to the Client for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, or any indirect or consequential loss arising out of or in connection with the services provided under this agreement, whether arising in contract, tort, or otherwise.

(e) The total liability of Dragon Forge Advisory to the Client under or in connection with this agreement shall not exceed the total fees paid by the Client to Dragon Forge Advisory in the 12 months immediately preceding the event giving rise to the claim.

(f) The Client agrees to indemnify and hold harmless Dragon Forge Advisory and Jason Barnes from and against any claims, losses, damages, costs, or expenses arising from the Client's use of or reliance upon the advice or recommendations provided, or from the Client's failure to seek appropriate professional advice in relation to legal, financial, or regulated matters.

(g) Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

8. Confidentiality

(a) Dragon Forge Advisory acknowledges that in the course of providing services it will have access to confidential information about the Client's business, including but not limited to financial information, client details, business strategies, pricing, and operational matters. Dragon Forge Advisory will treat all such information as strictly confidential.

(b) Dragon Forge Advisory will not disclose any confidential information belonging to the Client to any third party without the prior written consent of the Client, except where required to do so by law or by a regulatory authority.

(c) Dragon Forge Advisory may share anonymised insights drawn from its advisory work, including general observations about business trends, common challenges, or programme outcomes, for the purposes of marketing, speaking, or programme development. No information that could identify the Client or their business will be shared without the Client's prior written consent.

(d) Advisory Board sessions are conducted on a strictly confidential basis. All matters discussed within Advisory Board sessions are confidential to the members of the group and to Dragon Forge Advisory. Members must not disclose the business challenges, strategies, or confidential information of other members to any third party. This obligation continues after membership ends.

(e) The Client acknowledges that Dragon Forge Advisory works with a number of businesses across a range of sectors. Dragon Forge Advisory will not share confidential information belonging to one client with another client. Where Dragon Forge Advisory works with businesses in the same sector or market, it will manage any potential conflict with discretion and will notify the Client if it believes a material conflict has arisen.

(f) The Client agrees to treat as confidential all materials, frameworks, tools, and methodologies provided by Dragon Forge Advisory in the course of the engagement. The Client will not share, reproduce, or distribute such materials to third parties without the prior written consent of Dragon Forge Advisory.

(g) The confidentiality obligations in this clause survive the termination of this agreement and remain in force indefinitely.

9. Intellectual Property

(a) All frameworks, methodologies, tools, documents, templates, and materials created or provided by Dragon Forge Advisory, including the Nine Step Business Transformation Programme and all associated documents, remain the intellectual property of Dragon Forge Advisory at all times.

(b) Dragon Forge Advisory grants the Client a non-exclusive, non-transferable licence to use the materials provided during the engagement for the purposes of their own business only. This licence does not permit the Client to reproduce, adapt, sell, sublicense, or otherwise exploit the materials for any commercial purpose beyond their own business use.

(c) Any bespoke materials created by Dragon Forge Advisory specifically for the Client, such as marketing plans, business strategies, or similar deliverables, remain the intellectual property of Dragon Forge Advisory. The Client is granted a perpetual licence to use such materials for their own business purposes.

(d) The Client must not represent Dragon Forge Advisory's frameworks or methodologies as their own or use them in any advisory, coaching, or consultancy capacity without the prior written consent of Dragon Forge Advisory.

10. Data Protection

(a) Dragon Forge Advisory will process personal data provided by the Client in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018, and any successor legislation.

(b) Personal data collected in the course of the engagement will be used solely for the purposes of delivering the agreed services, communicating with the Client, and administering the commercial relationship. It will not be sold or transferred to third parties for marketing purposes.

(c) Dragon Forge Advisory will retain Client data for a period of 6 years following the end of the engagement, after which it will be securely deleted, unless a longer retention period is required by law.

(d) The Client has the right to request access to, correction of, or deletion of their personal data held by Dragon Forge Advisory, subject to any legal obligations that require Dragon Forge Advisory to retain certain records. Requests should be made in writing to Jason Barnes.

11. Governing Law and Jurisdiction

(a) This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

(b) The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

12. General

(a) This agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between the parties, whether oral or written.

(b) No variation of this agreement shall be effective unless it is in writing and signed by both parties.

(c) If any provision of this agreement is found to be invalid, unenforceable, or illegal, the remaining provisions shall continue in full force and effect.

(d) The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of that party's rights.

(e) Notices under this agreement must be given in writing and delivered by email or first class post to the addresses set out on the cover page of this agreement.

(f) This agreement is personal to the Client and may not be assigned or transferred without the prior written consent of Dragon Forge Advisory.