Consultancy Agreement

This Consultancy Agreement (“Agreement”) sets out the terms on which you will provide services to Black Dog Consultants Limited of 10/F, 33 Lockhart Road, Wan Chai, Hong Kong; Company Number 59451927 (“BDC”, “we”, “us”).

Many of our clients require us to work under strict terms (especially around confidentiality, client conduct, data security, and boundaries). This Agreement mirrors those obligations where we need to pass them on.

That said, this is also a human contract. We aim to be practical and reasonable, and we are always open to sensible conversations where circumstances genuinely require it. For example, where faculty have needed quicker payment due to family emergencies, we have often been able to help.

1. Definitions and interpretation

1.1 Definitions

In this Agreement:

Active Opportunity: a prospective client opportunity where BDC has had substantive discussions, submitted a proposal, been invited to pitch, or is otherwise actively progressing work.

Confidential Information: any non-public information (in any form) relating to BDC, our group, or our clients that you learn, receive, create, or have access to through the Engagement, including commercial, financial, operational, technical, and client information, and trade secrets (whether or not marked “confidential”).

Copies: any copies, extracts, notes, summaries, recordings, screenshots, analyses or other records that contain, reflect, or are derived from Confidential Information (in any form).

Engagement: your engagement by BDC under this Agreement as an independent contractor.

Group: BDC and any company that controls, is controlled by, or is under common control with BDC.

Notice Date:

• where you give notice to terminate this Agreement, the date your notice is given to BDC; and
• where BDC gives notice or terminates, the effective termination date stated by BDC.

Restriction Start Date: the Notice Date

Restricted Customer: any organisation (or part of an organisation) that, during the Engagement or in the 12 months before it ends:

1. is a client of BDC (or its Group), or a genuine prospect that BDC is actively discussing / pitching work to (“Active Opportunity”); and
2. you have been introduced to, dealt with, or done work for through BDC (whether directly or indirectly).

Restricted Customer does not include Your Existing Clients, unless BDC and you agree in writing that you will work with that client through BDC for a specific project (in which case it becomes a Restricted Customer for the purposes of that project).

Services: the facilitation, training, coaching, event services and/or design services you provide to BDC, as agreed for each engagement (for example in an email booking confirmation, request, statement of work, or addendum).

Your Existing Clients: any organisations you were already providing substantially similar services to before BDC first introduced you to them, and which you list in Schedule 1 (if you choose to provide it) or later notify BDC of in writing and BDC acknowledges in writing, in each case before BDC puts you forward to that organisation.

1.2 Interpretation

• Headings are for convenience and do not affect interpretation.
• “Including” means “including without limitation”.
• “Writing” includes email.

2. Term

2.1 This Agreement starts on the date it is signed (or the date on the front of the agreement, if shown) and continues until ended in accordance with clause 12.

2.2 Either party may end this Agreement by giving the other at least 8 weeks’ written notice, unless it ends sooner under clause 12.2 (immediate termination). BDC may waive or shorten the notice period in writing where appropriate.

2.3 Existing confirmed commitments during notice. If notice is given (particularly where you are moving into full-time employment or pursuing other opportunities), and you have already accepted work with BDC with dates confirmed to the client, we will discuss the position with you case by case. Depending on the circumstances, we may ask you to fulfil those confirmed dates, agree a handover, or agree an extension solely for those commitments. This is because replacement is often not quick or simple: many programmes require train-the-trainer steps, shadowing, client acceptance, and in some cases the client names the trainer they want.

2.4 When the restricted period starts. For the purposes of clause 8, the 12-month restricted period runs from the Restriction Start Date (even if we mutually agree that you will complete specific confirmed commitments after you give notice, unless we agree otherwise in writing).

3. Services and ways of working

3.1 When you accept work from BDC, you will provide the Services:

• with reasonable care, skill, and professionalism;
• in line with any agreed brief, client requirements, and timelines; and
• in good faith, supporting BDC’s relationship with the client.

3.2 If you cannot deliver booked Services due to illness, injury, or other serious reason, you will notify your BDC Client Solutions contact (or the person who booked you) as soon as reasonably practicable.

3.3 Client policies. You must comply with any client policies that apply to your work (including policies on conduct, anti-harassment and bullying, information and communication systems, social media, dress code, no smoking, and substance misuse), where those policies affect delivery of the Services or could expose BDC to breach.

3.4 You will make yourself reasonably available (on reasonable notice) to provide information or assistance connected to work you have delivered for BDC, for example: handover notes, follow-up client questions, or clarifying what was delivered.

3.5 No authority to bind BDC. You have no authority to bind BDC (a legal way of saying: you cannot commit BDC to anything). This means you must not, unless we have permitted it in writing in advance:

• sign anything on BDC’s behalf;
• agree commercial terms (fees, scope, timelines) on BDC’s behalf;
• make promises or warranties on BDC’s behalf; or
• incur costs or liabilities in BDC’s name.

3.6 Anti-corruption / bribery. You must comply with all anti-corruption and anti-bribery requirements imposed by a BDC client and any applicable laws. A serious breach may result in immediate termination under clause 12.2.

4. Fees, invoicing, and expenses

4.1 Fees. BDC will agree your fee with you for each piece of work (in HKD or other agreed currency). Unless agreed otherwise, the fee is inclusive of any taxes that may apply to you, including country sales tax and withholding tax.

4.2 Invoices and payment. You will submit invoices in the format and process requested by BDC’s Finance Operations Manager. BDC will pay valid invoices within 14 days of BDC receiving payment from the client, and in any event within 60 calendar days of receipt of your valid invoice.

4.3 Expenses. BDC will reimburse expenses only where they are:

• agreed in advance as necessary for delivery; and
• supported by receipts and within any relevant BDC or client policy (for example, a travel policy).
  BDC may refuse expenses that were not approved in advance or are outside policy.

4.4 Set-off. We may deduct from sums payable to you any amounts you owe to BDC or our Group.

5. Other work and conflicts

5.1 BDC understands you may work for other clients.

5.2 Conflicts. You must tell BDC in writing as soon as you become aware of any actual or potential conflict of interest relating to a BDC client or Active Opportunity.

5.3 You must not provide services to a Restricted Customer outside this Agreement without BDC’s prior written consent.

6. Confidential information and BDC property

6.1 You must keep Confidential Information confidential and secure at all times.

6.2 Except in the proper performance of the Services, as required by law, or with BDC’s prior written consent, you must not (during the Engagement or at any time afterwards):

• use Confidential Information for any purpose other than delivering the Services;
• disclose Confidential Information to any person; or
• make or use Copies other than as needed to deliver the Services.

6.3 Clause 6.2 does not apply to information that becomes public other than through your unauthorised disclosure.

6.4 You are responsible for protecting Confidential Information and will:

• take reasonable steps to prevent misuse or unauthorised disclosure; and
• inform BDC immediately if you become aware (or reasonably suspect) that Confidential Information has been misused or disclosed.

6.5 All Confidential Information and Copies are the property of BDC or the relevant owner (for example, a client). At any time on request, and in any event on termination, you will:

• return all BDC property and all Confidential Information and Copies;
• irretrievably delete Confidential Information stored outside BDC systems (including on personal devices, personal email, and personal cloud accounts); and
• sign a short statement confirming you have done so, if BDC requests it.

6.6 Nothing in this Agreement is intended to prevent you from making a protected disclosure where applicable law provides for this.

7. Client requests and business opportunities

7.1 New work requests from Restricted Customers
If a Restricted Customer asks you for additional work (including “can you deliver something else?”), you must:

• tell BDC promptly, and in any event before you respond substantively; and
• refer the request back to BDC, without quoting, scoping, proposing, negotiating, or accepting the work directly (whether in your own name or through any other brand, company, or partner).

7.2 BDC decides who delivers the work
BDC will decide how to respond to the request and who delivers the work. Where appropriate, BDC will usually offer the work to you, but BDC may allocate it to someone else (for example, due to capability fit, capacity, risk, client requirements, or commercial reasons). If BDC allocates the work to you, it will be under this Agreement and/or a relevant statement of work.
No additional financial consideration is payable simply for referring the request back to BDC (for example, no commission or referral fee), because you are representing BDC when you are introduced to the Restricted Customer through us.

7.3 Other opportunities you become aware of while working for BDC
While working for BDC at a client, if you become aware of a genuine opportunity that is closely connected to the Services BDC provides and that BDC could reasonably pursue, you will tell BDC as soon as practical, unless doing so would breach a legal duty of confidentiality you owe to a third party.

7.4 Direct approaches: the simple rule
If a Restricted Customer contacts you directly (email, message, call, in-person) about additional work, you will:

• respond only with a short, neutral acknowledgement (for example: “Thanks, I’ll connect you with BDC to coordinate.”); and
• forward the message or details to BDC within 24 hours (or sooner where the client’s timeline is urgent).

8. Post-termination restrictions

These restrictions apply because, through this Engagement, you may gain access to BDC’s client relationships, pricing, delivery approach and confidential information.

8.1 Non-solicitation (12 months)
For 12 months after the Restriction Start Date, you must not solicit or try to entice away the business of any Restricted Customer for the purpose of providing services that are the same as, or similar to, the Services.

8.2 Non-dealing / non-circumvention (12 months)
For 12 months after the Restriction Start Date, you must not provide services that are the same as, or similar to, the Services to any Restricted Customer:

• directly or indirectly,
• whether on your own account or through any company, partnership, employer, brand, agent, or intermediary,
• unless BDC gives prior written consent.

8.3 What “directly or indirectly” means
The restrictions in this clause apply whether you act personally or help someone else do it (for example: introductions, referrals, subcontracting, white-labelling, or behind-the-scenes delivery).

8.4 Offers from Restricted Customers
If, during the Engagement or within the 12-month restricted period, a Restricted Customer approaches you about work, you must:

• tell them you are restricted from accepting; and
• notify BDC promptly (including the name of the person and the nature of the request).

8.5 Reasonableness and severability
Each restriction in this clause is intended to be separate and enforceable. If a court finds any restriction too broad, it should be interpreted or reduced to the minimum extent required to make it enforceable, while preserving BDC’s legitimate business interests.

9. Data protection and information security

9.1 Personal data about you. You consent to BDC holding and using your personal data where reasonably necessary to manage the Engagement (including administration, compliance, finance, and legal requirements). We may share relevant data with our advisers, auditors, regulators, insurers, clients (where required for delivery), and other Group companies.

9.2 Client data and delivery data. Where, in delivering the Services, you process personal data on behalf of BDC or a client, you will:

• process it only for the purposes and in the way described in the relevant statement of work (and any client instructions BDC passes to you);
• not disclose it to any third party unless authorised in writing by BDC or required by law; and
• assist BDC reasonably to meet any client or legal obligations relating to that data (for example, responding to access or deletion requests where applicable).

9.3 Applicable laws. You will comply with applicable data protection laws and client requirements relating to the Services, including (where applicable) the Hong Kong Personal Data (Privacy) Ordinance and the GDPR or equivalent laws in your country, to the extent they apply to the work.

9.4 Security safeguards. You will implement appropriate technical and organisational measures to protect BDC and client data, consistent with industry standards and any specific client requirements that BDC notifies you of. As a minimum, you will:

• use strong passwords and multi-factor authentication where available;
• keep devices and software used for delivery reasonably up to date with security patches;
• use reputable anti-malware protection and reasonable scanning practices; and
• store and share client/BDC data only through approved systems where provided, and otherwise use encryption and secure sharing methods appropriate to the sensitivity of the data.

9.5 If you become aware of a suspected data breach or security incident affecting BDC or client data, you will notify BDC immediately and cooperate with any investigation and remediation steps.

10. Intellectual property

10.1 Project Materials belong to BDC
Unless clause 10.2 applies, all materials created, written, designed or developed by you specifically for BDC in connection with the Services (including slides, workbooks, manuals, templates, exercises, facilitator notes, client-specific adaptations and other deliverables) (“Project Materials”) will belong to BDC from the moment they are created. You assign to BDC all intellectual property rights in the Project Materials, to the fullest extent permitted by law.

10.2 Your Background IP (only if declared and agreed)
If you want to include your own pre-existing, original, copyrighted material in the Project Materials (“Background IP”), you must:

• identify it in writing before or at the time you provide it (clearly describing what it is and what rights you claim); and
• obtain BDC’s written agreement that it is treated as Background IP for that project.

If BDC agrees, you keep ownership of the Background IP, and you grant BDC a worldwide, royalty-free, non-exclusive licence to use, copy, adapt and share that Background IP only as needed to deliver the agreed scope of work for the relevant Restricted Customer, for the duration of that project (and any agreed warranty/support period), including allowing the client to use it to the extent required by the statement of work.

10.3 Public domain and third-party material
Material that is in the public domain, or that is not original to you, is not “your IP” for the purposes of clause 10.2. If you include third-party material (including open-source or licensed content), you must:

• identify it to BDC; and
• ensure BDC’s and the client’s use complies with the applicable licence terms.

10.4 Moral rights (credit)
If you want to be credited as the author of any Project Materials, you must request this in writing and agree the wording and placement with BDC in advance. Otherwise, to the extent permitted by law, you waive any moral rights you may have in the Project Materials.

10.5 Further assurance
You will sign any documents and do anything reasonably required to confirm BDC’s ownership of the Project Materials and the licence in clause 10.2.

11. Insurance and liability

11.1 Responsibility and indemnity. You are responsible for your own acts and omissions. You will indemnify BDC and our Group for losses, liabilities, costs (including reasonable legal costs), damages, or expenses arising from:

• your breach of this Agreement; or
• any negligent, reckless, or wilful act or omission in providing the Services.

11.2 Liability cap (fairness). Subject to clause 11.3, your total aggregate liability to BDC and our Group arising out of or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) is capped at 200% of the total fees paid or payable by BDC to you in the 12 months immediately before the event giving rise to the claim.

11.3 Carve-outs from the cap. The cap in clause 11.2 does not apply to liability arising from:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• deliberate or reckless breach of clause 6 (Confidential Information) or clause 9 (Data protection and information security);
• infringement or misappropriation of intellectual property rights (including where you do not have the rights you claim you have); or
• any liability that cannot legally be limited.

11.4 Insurance (minimum expectations). You will maintain adequate insurance cover with reputable insurers during the term of this Agreement, appropriate to the Services you provide. This should include:

• Professional indemnity insurance (covering professional errors/omissions);
• Public liability insurance (covering third-party injury or property damage arising from your delivery, for example in a workshop setting); and
• where relevant to the work and/or required by a client, cyber liability / network security / data breach cover.

11.5 Your own cover. You are responsible for your own health and personal accident cover (this protects you, not BDC). Where a client mandate requires specific insurance levels or wording, you will reasonably cooperate with BDC to provide evidence of cover and to meet client requirements.

11.6 You will provide copies or evidence of insurance cover to BDC on request (for example, where a client or auditor requires it).

12. Termination

12.1 Termination on notice. Either party may terminate this Agreement on at least 8 weeks’ written notice (clause 2.2). There would be an expectation that work committed to or booked would be completed within this 8 week period. BDC may waive or shorten the notice period in writing where appropriate.

12.2 Immediate termination. BDC may terminate this Agreement immediately by written notice (with no obligation to make further payments other than accrued fees/approved expenses up to the termination date) if:

• you commit a material breach of this Agreement; or
• other than through illness or accident, you wilfully neglect to provide the Services, or you fail to remedy a notified default within a reasonable time.

12.3 Any delay by BDC in exercising termination rights does not waive those rights.

13. Obligations on termination

13.1 On request (at any time) and in any event on or before termination, you will return all BDC property and any originals and Copies obtained through the Engagement, and you will delete any BDC or client information held outside BDC premises/systems, consistent with clause 6.5.

13.2 Clauses intended to survive termination (including confidentiality, restrictions, IP, liability, and governing law) will continue to apply.

14. Status, tax, and employment claims

14.1 You are an independent contractor. Nothing in this Agreement makes you an employee, worker, agent, or partner of BDC, and you must not hold yourself out as such.

14.2 You are responsible for your own tax and statutory obligations and will indemnify BDC against claims or liabilities relating to:

• taxation arising from your performance of the Services (where recovery is not prohibited by law); and
• any employment-related claim or claim based on worker status brought by you against BDC, except to the extent caused by BDC’s act or omission.

14.3 BDC may satisfy an indemnity (in whole or in part) by deduction from payments due to you, where permitted by law.

15. Changes, third party rights, and general terms

15.1 Changes. This Agreement may only be varied by a document signed by both you and BDC.

15.2 Third party rights. The Contracts (Rights of Third Parties) Act 1999 (or any superseding legislation) does not apply to this Agreement. Only you and BDC have rights under it.

15.3 Entire agreement. This Agreement sets out the entire agreement between us about the Services and replaces prior discussions or understandings, except where we expressly agree otherwise in writing.

15.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in force.

16. Governing law and jurisdiction

16.1 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 law of Hong Kong SAR.

16.2 The courts of Hong Kong SAR shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Signatures

For and on behalf of Black Dog Consultants Limited

Name: Sally Leonard
Title: Managing Director
Signature: 

Associate / Consultant

Schedule 1 (Optional): Your Existing Clients (Conflict List)

This schedule is optional but strongly encouraged.

Why share this with BDC?

By sharing a short list of organisations you’ve done substantial work for in the last 24 months, you help us:

• avoid wasting your time: we can quickly assess whether it makes sense to approach you for an opportunity;
• avoid awkwardness: you don’t get put in front of a client where your existing relationship could confuse the client or create mixed messages;
• protect your relationships: we can steer clear of situations where a client might feel you are “switching hats” midstream; and
• move faster when it’s a good fit: fewer back-and-forth checks when we’re booking at pace.

What to include (24-month lookback)

Please consider listing clients where:

• you have had substantial work in the last 24 months (where you were paid for your Services); and
• you would not like your relationship to be confusing for the client if you also appeared through BDC.

Please press 'Print Form' to save a signed copy before you hit 'Submit' if you wish to keep a copy.