Last updated: 29 June 2026 · Version: 1.0

How this document is structured. Part A is the Website Terms of Use, which govern anyone who uses our website. Part B is the Client Services Terms, which govern paid coaching, facilitation, training, certification and assessment engagements. They are deliberately separate: a website visitor is not a contracting client, and the two relationships need different protections. Part B may be published as standalone Terms of Business and/or incorporated by reference into each proposal or engagement letter we issue.

Part A — Website Terms of Use

These Website Terms of Use govern your access to and use of www.davidogradycoaching.com (the Website). By accessing or using the Website you agree to these terms. If you do not agree, please do not use the Website.

1. Who we are

The Website is operated by David O'Grady Coaching Ltd (trading as "David O'Grady Coaching"), a private company limited by shares incorporated in Ireland on 7 February 2025 (company registration number 781152), with its registered office at A21 Bastion Quay, Deerpark Road, Athlone, Co. Westmeath, Ireland and VAT number IE4384428AH ("we", "us", "our").

You can contact us at david@davidogradycoaching.com.

2. Website content is information only

The content on the Website is provided for general information about our services. While we take reasonable care, we make no representation or warranty that it is complete, accurate, current or fit for any particular purpose, and it may be changed or withdrawn at any time without notice.

Nothing on the Website constitutes coaching, facilitation, training, medical, psychological, clinical, legal, financial or other professional advice, and nothing on the Website creates a coaching, consultancy, contractual or other professional relationship between you and us. A professional relationship arises only under a separate written agreement (see Part B).

3. Acceptable use

You agree not to use the Website:

in any way that breaches any applicable law or regulation;
to transmit or upload any material that is unlawful, defamatory, infringing, harmful, misleading or otherwise objectionable;
to gain unauthorised access to, interfere with, damage or disrupt the Website, our systems or any connected network;
to scrape, harvest, mine or systematically extract content or data from the Website without our prior written consent; or
to introduce any virus, malware or other harmful code.

4. Intellectual property and trade marks

All content on the Website — including text, graphics, layout, design, logos, images, video and downloadable materials — is owned by us or our licensors and is protected by copyright and other intellectual property rights. You may view and, where a download is offered, retain a copy of Website content for your own personal, non-commercial reference only. You may not otherwise copy, reproduce, republish, distribute, adapt, frame, sell or commercially exploit any Website content without our prior written consent.

The following are the property of their respective owners and are used by us under licence and/or with attribution. We claim no ownership of them:

Everything DiSC® and The Five Behaviors® are registered trade marks of John Wiley & Sons, Inc. (Wiley).
Insights Discovery® is a registered trade mark of The Insights Group Ltd.
CliftonStrengths® (and Clifton StrengthsFinder®) are trade marks of Gallup, Inc.
Hogan Assessments® marks are the property of Hogan Assessment Systems, Inc.

5. Material you submit

If you submit any material to us through the Website (for example, through an enquiry form, comment field or testimonial), you confirm that it is your own and does not infringe the rights of any third party, and you grant us a non-exclusive, royalty-free licence to use it for the purpose for which it was submitted. We may remove any material at our discretion and will respond to valid intellectual-property complaints. Personal data you submit is handled in accordance with our Privacy Policy and Cookie Policy.

6. Third-party links and tools

The Website may contain links to, or be integrated with, third-party websites, platforms and tools (for example, our online booking/scheduler, embedded forms and chat). We do not control, and are not responsible for, the content, availability, security or practices of those third parties. Any reliance on them is at your own risk, and their own terms and privacy notices apply.

7. Website disclaimer and limitation of liability

The Website is provided "as is" and "as available". To the fullest extent permitted by law, we exclude all warranties, conditions and representations not expressly set out in these terms.

To the fullest extent permitted by law, we will not be liable for any loss or damage arising from your use of, or inability to use, the Website, or from reliance on any Website content, including any indirect or consequential loss. Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

For our liability in connection with paid services, see the limitation of liability in Part B, which prevails over this clause in respect of those services.

8. Changes, governing law and contact

We may update these Website Terms of Use from time to time by posting a revised version with a new "last updated" date. If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force (severability).

These Website Terms of Use, and any dispute arising from them, are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction.

Questions about these terms: david@davidogradycoaching.com.

Part B — Client Services Terms

These Client Services Terms (the Terms) govern the supply of our coaching, facilitation, training, certification/accreditation and assessment services (the Services) to a client (you / the Client). They apply together with the proposal, statement of work, quotation or engagement letter we issue for a particular engagement (the Proposal). Together they form the agreement between us (the Agreement).

1. The Agreement and order of precedence

The Agreement comprises (in descending order of precedence in the event of conflict): (a) the signed/accepted Proposal for the engagement; (b) any data-processing terms agreed under clause 12; and (c) these Terms.

These Terms apply to the engagement to the exclusion of any terms the Client seeks to impose (for example, in a purchase order or supplier-onboarding document), unless we expressly agree otherwise in writing.

2. The Services

We will provide the Services described in the Proposal with reasonable care and skill. Any dates, durations and session counts are as set out in the Proposal. Minor variations to format, agenda or materials that do not materially reduce the value of the Services may be made without notice; any material change to scope will be agreed in writing and may affect the fees.

3. Client responsibilities

You agree to:

provide accurate participant numbers, names and any information we reasonably need in good time;
arrange suitable facilities, equipment and connectivity for delivery (whether in person or virtual);
ensure participants attend as scheduled and engage with the Services;
obtain any internal approvals and, where we act as your processor, give any participant notices and consents required under data-protection law (see clause 12); and
comply, and ensure participants comply, with the end-user/licence terms of the assessment vendors (Wiley, The Insights Group, Gallup, Hogan).

Delays or failures caused by the Client or its participants do not relieve the Client of payment obligations, and we are not liable for any resulting impact on the Services.

4. Fees, expenses, VAT and currency

Fees are as stated in the Proposal. Unless the Proposal says otherwise:

fees are quoted in euro (EUR) for Ireland/EU-based clients and in US dollars (USD) for US-based clients;
fees are exclusive of VAT (and any other applicable taxes), which will be added where chargeable;
pre-agreed travel, accommodation, venue, materials and assessment-licence costs are recharged at cost; and
assessment profiles/units are charged as set out in the Proposal and are non-refundable once ordered from the vendor.

5. Invoicing and late payment

Unless the Proposal says otherwise, we invoice 50% on booking and the balance on delivery, and each invoice is payable within 30 days of the invoice date.

If any sum is not paid when due, we may (without limiting our other rights): (a) charge interest and recover compensation on the overdue amount in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012); and (b) suspend the Services or withhold deliverables until payment is received. The deposit (the 50% payable on booking) reserves our time and is non-refundable except as expressly set out in clause 6.

6. Cancellation, rescheduling and no-shows

Booked dates reserve our time and turn away other work. The following applies to any cancellation or rescheduling by the Client of a scheduled session, workshop or facilitation day, calculated by reference to the scheduled start:

Notice given by the Client	Charge
More than 14 days	No charge; one free reschedule
7–14 days	50% of the fee for the affected date(s)
Fewer than 7 days	100% of the fee for the affected date(s)
No-show / cancellation on the day	100% of the fee, plus any non-recoverable costs

Assessment units, profiles and third-party materials already ordered are non-refundable regardless of notice. If we cancel or reschedule for any reason other than force majeure (clause 13), we will offer a mutually convenient alternative date or refund fees paid for the undelivered Services, and that is our entire liability for the change.

7. Outcomes and nature of the Services (disclaimer)

The Services are developmental. While we deliver them professionally, outcomes depend on the engagement, circumstances and decisions of participants and the Client, and specific results are not guaranteed.

The Services, and any assessment debrief or report, are not a substitute for, and must not be relied on as, medical, psychological, clinical, counselling/therapy, legal, financial or other regulated professional advice. Assessment tools (DiSC, Insights Discovery, CliftonStrengths, Hogan and similar) are developmental indicators, not clinical or diagnostic instruments. Participants and the Client remain responsible for their own decisions and should obtain advice from an appropriately qualified professional where needed.

8. Intellectual property

8.1 Our IP. We retain all intellectual property rights in our methodologies, frameworks, models, slide decks, workbooks, templates, tools, reports and all other materials, whether pre-existing or created in the course of an engagement (the Materials). Nothing in the Agreement transfers ownership of the Materials to the Client.

8.2 Client licence. Conditional on full payment of the relevant fees, we grant the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Materials supplied to it solely for the Client's own internal business purposes and only by the participants for whom the Services were provided.

8.3 Vendor IP. Assessment instruments, profiles and associated materials remain the property of the relevant vendor (Wiley, The Insights Group, Gallup, Hogan) and are subject to that vendor's own terms.

8.4 Co-created deliverables. Where a deliverable is co-created with the Client (for example, a team charter), the Client owns the Client-specific content it contributes and the finished deliverable for its own internal business use, while we retain ownership of the underlying templates, frameworks, structure and know-how embedded in it, which are licensed to the Client on the terms of clause 8.2. Any different treatment must be set out expressly in the Proposal.

9. Restrictions — no copying, recording or resale

Except as expressly licensed in clause 8, the Client must not (and must ensure participants do not):

copy, reproduce, distribute or share the Materials beyond the licensed participants;
resell, sub-licence, rent, publish or otherwise make the Materials available to any third party;
record (audio or video) any live session without our prior written consent;
use the Materials or the Services to create competing materials, programmes or training; or
remove or obscure any proprietary notices.

These restrictions survive termination of the Agreement.

10. Confidentiality

Each party may receive confidential information of the other (including, in our case, our pricing, methodologies and Materials, and in the Client's case, its business and participant information). Each party will keep the other's confidential information confidential and use it only for the purposes of the Agreement, except where the information is or becomes public through no breach, was lawfully known beforehand or independently developed, or must be disclosed by law or regulator (with notice where lawful).

Coaching confidentiality. What an individual participant discusses in one-to-one coaching is kept confidential from the sponsoring organisation, save for: (a) themes, goals or outcomes the participant has agreed in advance may be shared; and (b) any disclosure we reasonably believe is necessary to prevent a risk of serious harm to the participant or another person, or that is required by law. We will, where it is safe and lawful to do so, tell the participant before making any such disclosure.

We may use anonymised, aggregated and non-identifying learnings from engagements for our own training, case studies and content. Information is treated as anonymised only where neither the Client nor any participant can be identified from it, whether directly or indirectly (including in combination with other information we hold or are likely to publish). We will not identify the Client or any participant without separate written consent under clause 11.

11. Testimonials, logos and images

We will only use a Client's name, logo, a named/attributed testimonial, or any photograph or recording identifying participants where we hold specific, documented, written consent for that use, recorded separately for each of: (a) testimonial text and attribution, (b) logo use, and (c) photo/image use. Consent may be withdrawn for future use at any time on written notice to david@davidogradycoaching.com, and we will stop the relevant future use within a reasonable period. Withdrawal does not require us to recall or alter materials already printed, distributed or published before we received the notice.

12. Data protection

Each party will comply with applicable data-protection law (the GDPR, the Data Protection Act 2018 and related Irish law). Our handling of personal data is described in our Privacy Policy.

Where we deliver Services to a Client organisation and process personal data of that organisation's participants on its behalf and on its instructions (for example, administering assessments, debriefs or programme logistics on its participants), the Client is the controller and we act as a processor; in that case the parties will put in place a written Data Processing Agreement (meeting Article 28 GDPR) before such processing begins, and the relevant assessment vendor acts as a sub-processor. Where an individual engages us directly, or where we determine the purposes and means of processing (including our own marketing, business administration and the development of our methodologies), we act as controller for that personal data. The Data Processing Agreement is incorporated into the Agreement as a schedule where applicable, and prevails over these Terms in respect of the processing it covers.

Some of our service providers are located in the United States. Where personal data is transferred outside the EEA, we rely on appropriate safeguards (the EU-US Data Privacy Framework where the provider is certified, and/or the European Commission's Standard Contractual Clauses with supplementary measures where required), as described in the Privacy Policy.

13. Meeting recording and transcription

We may use a third-party transcription service (currently Fireflies.ai) to take notes on discovery and client calls. We will tell you at the start of any call if it is being recorded or transcribed, and you may ask us not to record. Where a call includes participants located in a jurisdiction that requires the consent of all parties to a recording (including certain US states), we will not proceed with recording unless every participant has consented, and you are responsible for confirming that your own attendees consent. Transcripts contain personal data, are handled under our Privacy Policy, are retained for no longer than 12 months, and will be deleted earlier on reasonable written request.

14. Limitation of liability

14.1 Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

14.2 Subject to clause 14.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of business, revenue or anticipated savings; loss of goodwill or reputation; business interruption; or any indirect, consequential or special loss — including any loss arising from decisions the Client or its participants make in connection with the Services.

14.3 Subject to clauses 14.1 and 14.2, our total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort, breach of statutory duty or otherwise) is limited to the total fees actually paid by the Client to us for the relevant Services in the 12 months immediately before the date the claim first arose.

14.4 Each party will take reasonable steps to mitigate its losses.

15. Non-solicitation

During each engagement and for 12 months afterwards, neither party will directly or indirectly solicit or entice away the other's employees, associates or contractors who were engaged in the Services, except by a general public advertisement not specifically targeted at them. This restriction is intended to protect each party's legitimate interest in its workforce and is limited in scope and duration to what is reasonable for that purpose. For partner or capability-channel work, the parties will also agree client-boundary and non-circumvention terms in the relevant Proposal or partner agreement.

16. Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control (including illness, bereavement, serious travel disruption, utility or supplier outage, fire, flood, epidemic/pandemic, industrial action and acts of government). The affected party will notify the other and use reasonable efforts to reschedule. If such an event continues for more than 30 days, either party may terminate the affected engagement on written notice, and the parties will make a fair reconciliation of fees for Services actually delivered.

17. Term and termination

Either party may terminate an engagement for the other's material breach not remedied within 14 days of written notice, or immediately if the other becomes insolvent or ceases to trade. On termination, the Client must pay for all Services delivered and all non-cancellable commitments incurred up to termination. Clauses intended to survive (including 7, 8, 9, 10, 11, 12, 13, 14, 15, 18 and 19) continue in force.

18. General

Entire agreement / non-reliance. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and representations. Neither party relies on any statement not set out in the Agreement, except that nothing limits liability for fraud or fraudulent misrepresentation.

No third-party rights. The Agreement is made only for the benefit of the parties to it. A person who is not a party to the Agreement has no right to enforce, and acquires no benefit under, any of its terms, whether under the Contracts (Rights of Third Parties) regime or otherwise.

Assignment. The Client may not assign or transfer the Agreement without our prior written consent.

Variation. Any variation must be agreed in writing. We may update these Terms for future engagements by issuing a revised version; the version in force is the one referenced in, or current at the date of, the relevant Proposal.

Severability. If any provision is held invalid or unenforceable, the remainder continues in full force, and the parties will substitute a valid provision that most closely achieves the intended effect.

Notices. Notices should be sent to david@davidogradycoaching.com and to the Client's nominated contact.

19. Governing law and jurisdiction

The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction. This applies to Irish and US-based clients alike. These Client Services Terms are intended for business (B2B) clients. Where we contract with an individual acting as a consumer, nothing in these Terms removes any mandatory legal protection or court access that the consumer has under the law of their place of residence, and the choice of Irish law and courts applies only to the extent permitted by that mandatory law.

Contact

David O'Grady Coaching Ltd · Trading as David O'Grady Coaching · Company registration no. 781152 (incorporated in Ireland, 7 February 2025) · VAT no. IE4384428AH · Registered office A21 Bastion Quay, Deerpark Road, Athlone, Co. Westmeath, Ireland · david@davidogradycoaching.com

Effective date: 29 June 2026.

Terms & Conditions — David O'Grady Coaching Ltd