1. About These Terms

These Terms and Conditions (“Terms”) govern the provision of HR consulting services by Penguin & Elephant Consulting, operated by Theresa Siek (“we”, “us”, or “the Consultant”), to you (“the Client”).

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By engaging our services, booking a session, or signing a proposal or engagement letter, you agree to these Terms. These Terms apply in addition to any specific engagement letter or statement of work agreed between us. In the event of a conflict, the engagement letter prevails.

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We reserve the right to update these Terms from time to time. The version in force at the time of your engagement will apply to that engagement.

 

2. Our Services

Penguin & Elephant Consulting provides HR consulting services to start-ups, scale-ups, and growing businesses. Services may include, but are not limited to:

• Part-time HR partnership and fractional HR support.

• Hiring consulting and recruitment process design.

• Termination support and offboarding advice.

• HR process development and documentation.

• Annual review design and facilitation.

• Training sessions for managers and teams.

• Employer of Record (EoR) selection and management advisory.

The specific scope of services for each engagement will be set out in a proposal, engagement letter, or statement of work provided to you before work commences.

We provide professional advice based on our expertise and the information available to us. Our advice does not constitute legal advice. Where legal advice is required, we will recommend that you engage a qualified lawyer.

 

3. Proposals and Engagement

3.1 Proposals

A proposal or engagement letter sets out the scope of work, fees, deliverables, and timeline. Proposals are valid for 30 days from the date of issue unless otherwise stated.

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3.2 Commencement

An engagement commences when you accept a proposal in writing (including by email), sign an engagement letter, or make a booking through our website. We reserve the right to decline any engagement at our discretion.

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3.3 Changes to scope

Any material change to the agreed scope of work must be agreed in writing by both parties. Additional work outside the original scope will be quoted and billed separately.

 

4. Fees and Payment

4.1 Fee structure

Fees are set out in the relevant proposal or engagement letter. We offer the following engagement models:

• Retainer: a fixed monthly fee for ongoing part-time HR support, payable in advance.

• Project-based: a fixed fee for a defined scope, invoiced as agreed (typically 50% on commencement, 50% on completion, or milestone-based).

• Hourly / day rate: for ad-hoc work, invoiced monthly in arrears based on time recorded.

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4.2 Invoicing and payment terms

Invoices are issued in the currency agreed in the proposal (CHF, EUR, GBP, or USD). Payment is due within 14 days of the invoice date unless otherwise agreed in writing.

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4.3 Late payment

We reserve the right to charge interest on overdue amounts at a rate of 5% per annum above the Swiss National Bank reference rate, accruing daily from the due date. We may also suspend services where invoices remain unpaid beyond 30 days.

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4.4 Expenses

Reasonable out-of-pocket expenses incurred in connection with an engagement (e.g. travel, accommodation, third-party tools) will be invoiced at cost with prior approval. Receipts will be provided on request.

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4.5 Taxes

Fees are exclusive of any applicable taxes (including VAT, Swiss MWST, or local equivalents). Where we are required to charge tax, this will be added to the invoice and is your responsibility to pay.

 

5. Cancellation and Refunds

5.1 Cancellation by the Client

You may cancel a booked session or terminate an engagement by giving written notice. The following cancellation terms apply:

• Cancellation of a single session with more than 48 hours’ notice: full refund or credit.

• Cancellation of a single session with less than 48 hours’ notice: the session fee is non-refundable.

• Termination of a retainer engagement: 30 days’ written notice is required. Fees for any work completed or committed within the notice period remain payable.

• Termination of a fixed-price project: fees for work completed to date and any non-recoverable costs are payable. We will provide a breakdown on request.

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5.2 Cancellation by us

We reserve the right to cancel or reschedule a session or engagement due to unforeseen circumstances (illness, emergency, force majeure). In such cases, we will offer an alternative date or a full refund for prepaid sessions.

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5.3 Refund process

Approved refunds will be processed within 14 business days to the original payment method or by bank transfer. We do not offer refunds for work already delivered.

 

6. Client Responsibilities

To enable us to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information and access to relevant personnel, systems, and documents.

• Designate a point of contact with sufficient authority to provide instructions and approvals.

• Review and respond to our deliverables and communications within reasonable timeframes.

• Ensure that any information you provide to us does not violate any third-party rights or applicable law.

Delays caused by your failure to provide required information or approvals may result in revised timelines or additional fees. We will notify you promptly in such cases.

 

7. Confidentiality

7.1 Our obligations

We will treat all confidential information you share with us as strictly confidential and will not disclose it to third parties without your prior written consent, except as required by law or regulation.

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7.2 Your obligations

You agree to keep confidential any proprietary methodologies, tools, templates, or know-how that we share with you in the course of an engagement.

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7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of either party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or a regulatory authority.

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7.4 Duration

Confidentiality obligations survive the termination of an engagement for a period of three (3) years.

 

8. Intellectual Property

8.1 Our materials

Any tools, templates, frameworks, methodologies, or know-how we bring to an engagement remain our intellectual property. We grant you a non-exclusive, non-transferable licence to use deliverables created specifically for your business for your internal business purposes only.

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8.2 Your materials

Any documents, data, or materials you provide to us remain your intellectual property. You grant us a licence to use them solely for the purpose of delivering the agreed services.

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8.3 Bespoke deliverables

Where we create bespoke written deliverables specifically for you (e.g. HR policies, job descriptions, process documentation), ownership of those deliverables transfers to you upon receipt of full payment.

 

9. Limitation of Liability

9.1 Our liability

We carry out our services with reasonable skill and care. However, to the fullest extent permitted by applicable law:

• Our total aggregate liability to you in connection with any engagement is limited to the total fees paid by you for that engagement in the 12 months preceding the claim.

• We are not liable for any indirect, consequential, special, or punitive loss or damage, loss of profit, loss of revenue, loss of business, or loss of data.

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9.2 No exclusion of mandatory rights

Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded or limited under applicable law (including Swiss mandatory law, EU consumer protection law, or UK consumer rights legislation where applicable).

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9.3 Your responsibility for decisions

Our advice is provided to inform your decision-making. We are not responsible for the outcomes of business decisions made by you based on our advice, nor for any failure to implement recommendations correctly.

 

10. Data Protection

We process personal data in accordance with our Privacy Policy, available at www.penguinelephantconsulting.com. Both parties agree to comply with applicable data protection law (including the GDPR, UK GDPR, Swiss nDSG, and applicable US state privacy laws) in connection with data shared under an engagement.

Where we process personal data on your behalf as a data processor (e.g. if you share employee data with us), we will enter into a data processing agreement with you on request.

 

11. Anti-Bribery and Ethics

Both parties agree to comply with all applicable anti-bribery and corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), and Swiss anti-corruption legislation. Neither party will offer, give, request, or accept any bribe, kickback, or improper payment in connection with our engagement.

 

12. Force Majeure

Neither party will be in breach of these Terms or liable for delay or failure to perform obligations as a result of events beyond their reasonable control, including acts of God, pandemic, war, civil unrest, government action, power failure, or internet outages. The affected party will notify the other promptly and take reasonable steps to mitigate the impact.

 

13. Termination

13.1 Termination for convenience

Either party may terminate an ongoing engagement by giving 30 days’ written notice, subject to the cancellation terms in Section 5.

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13.2 Termination for cause

Either party may terminate an engagement immediately on written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent or enters administration or liquidation; or (c) engages in conduct that is unlawful, dishonest, or harmful to the other party’s reputation.

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13.3 Consequences of termination

On termination: all amounts due for work completed remain payable; each party will return or destroy the other’s confidential information on request; and any provisions intended to survive termination (confidentiality, IP, liability, governing law) will continue in force.

 

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms are governed by Swiss law. For clients based in the EU or UK, mandatory consumer or B2B protection provisions of your local law may also apply and are not excluded by this clause.

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14.2 Jurisdiction

Any dispute arising out of or in connection with these Terms that cannot be resolved amicably will be subject to the exclusive jurisdiction of the courts of the Canton of Aargau, Switzerland, unless mandatory rules of your local jurisdiction require otherwise.

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14.3 Dispute resolution process

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, either party may escalate to mediation or formal legal proceedings.

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14.4 EU clients — Online Dispute Resolution

If you are an EU-based consumer, you may also use the European Commission’s Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr.

 

15. General

15.1 Entire agreement

These Terms, together with any engagement letter or proposal, constitute the entire agreement between the parties in relation to the subject matter and supersede all prior discussions, representations, or agreements.

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15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

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15.3 Waiver

Failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.

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15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our obligations to a successor entity in the event of a business restructure or sale, provided this does not materially affect the services you receive.

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15.5 Notices

Notices under these Terms must be in writing and sent by email to the addresses set out in the relevant engagement letter, or for us to theresa@penguinelephantconsulting.com. Notices are deemed received on the next business day after sending, provided no delivery failure notification is received.

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15.6 Relationship of the parties

We operate as an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint venture relationship between the parties.

 

16. Contact

For any questions about these Terms, please contact:

 

Name: Theresa Siek

 

Business: Penguin & Elephant Consulting

 

Email: theresa@penguinelephantconsulting.com

 

Phone: +44 7401 222681