General Terms and Conditions

Section 1

About Opteam Ltd

Opteam Ltd (“opteam”, “we”, “us”, “our”) is a company registered in Scotland under Company Number SC833403. Our principal contact is Martin Stucki, who can be reached at info[at]opteam.co.uk.

opteam provides business advisory, consulting, mentoring, and related professional services to SME leaders, boards, and organisations. A description of opteam’s services is available at opteam.co.uk.

These Terms apply to all engagements, whether the services are delivered by opteam alone or in collaboration with one or more partner organisations or associate professionals (together referred to as “service providers” where relevant). In all cases, opteam remains responsible for ensuring that these Terms are upheld by all parties involved in the delivery of the engagement placed directly under opteam’s responsibility.

Section 2

Engagement and Scope of Services

Each engagement is initiated by an engagement letter, statement of work, or other written agreement (“Engagement Letter”) setting out the specific scope, deliverables, timeline, and fees agreed for that engagement. The Engagement Letter and these Terms together constitute the full agreement between the parties for that engagement.

No engagement commences until both parties have confirmed the Engagement Letter in writing. Confirmation may be by email.

Any material change to the agreed scope of an engagement must be agreed in writing by both parties before additional work is undertaken. opteam reserves the right to adjust fees and timelines accordingly.

opteam’s services constitute professional advisory, consulting, and mentoring services. They do not constitute legal, financial, tax, regulatory, or investment advice. Clients are responsible for obtaining specialist professional advice in those areas as appropriate.

Where services are delivered in association or partnership with other professional service providers, the respective roles, responsibilities, and accountabilities of each provider will be set out in the Engagement Letter. Each provider remains individually responsible for their own conduct and for the quality of their contribution to the engagement.

Section 3

Fees, Invoicing, and Payment

Fees are set out in the engagement letter. All fees are quoted exclusive of Value Added Tax (VAT) or any equivalent applicable tax, which will be added where required by law.

Unless otherwise agreed in the engagement letter, opteam will invoice as follows: for engagements of up to four weeks, the full fee is invoiced on commencement; for longer engagements, monthly in arrears, or as specified in the engagement letter.

Payment is due within thirty (30) days of the invoice date, unless otherwise agreed in writing.

opteam reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Reasonable out-of-pocket expenses incurred in connection with an engagement (including travel, accommodation, and materials) will be charged at cost and itemised on invoices. Any expenses exceeding £200 per item will be agreed with the client in advance.

Where an engagement is delivered jointly with a partner organisation, each provider will invoice the client separately for their respective portion of the fees, unless the Engagement Letter specifies a single consolidated billing arrangement.

Section 4

Ethical Principles

opteam is committed to the highest standards of professional ethics in all aspects of its work. The following principles govern every engagement:

These ethical principles apply with equal force to all services provided by opteam, whether delivered alone or in association with partner organisations. Where opteam works with other service providers, we will take reasonable steps to ensure that those providers uphold equivalent ethical standards.

If a client has concerns about opteam’s conduct in relation to these ethical principles, they are encouraged to raise the matter directly with Martin Stucki in the first instance, using the contact details at Section 15. Where the concern cannot be resolved informally, the client may refer the matter to the relevant professional body (see Section 8 for mentoring services).

Section 5

Confidentiality and Non-Disclosure

opteam treats all client information as strictly confidential. This obligation applies to all information shared by the client in connection with an engagement, whether or not it is expressly identified as confidential, including but not limited to: business strategy, financial performance, personnel matters, ownership structure, governance arrangements, commercial relationships, and any other information that a reasonable person would regard as sensitive or proprietary.

opteam will not disclose confidential client information to any third party without the client’s prior written consent, except where required to do so by law, court order, or regulatory authority; to professional advisors (such as opteam’s accountants or legal advisers) who are themselves bound by professional confidentiality obligations; or to partner organisations or associate professionals involved in the delivery of the engagement, on a strictly need-to-know basis and subject to equivalent confidentiality obligations.

Where services are delivered in association with a partner organisation, that partner will be required to execute a non-disclosure agreement with opteam as a condition of their involvement, or will otherwise be bound by confidentiality obligations of equivalent effect.

Confidentiality is mutual. opteam’s proprietary materials, methodologies, and know-how shared with the client in connection with an engagement remain opteam’s intellectual property and shall not be disclosed to third parties or used by the client beyond the purpose of the engagement without opteam’s prior written consent.

The confidentiality obligations in this Section 5 survive the termination or completion of any engagement and remain in force indefinitely, unless the information in question enters the public domain through means other than a breach of these Terms.

Where a client requires a formal Non-Disclosure Agreement prior to an initial conversation or exploratory discussion, opteam is willing to execute one. Please contact us at info[at]opteam.co.uk.

Section 6

Professional Liability and Insurance

opteam maintains professional liability insurance (professional indemnity insurance) appropriate to the nature and scale of its services. Details of the policy, including the level of cover, are available to clients on written request addressed to info[at]opteam.co.uk.

opteam’s liability to the client for any claim arising out of or in connection with an engagement — whether in contract, tort, or otherwise — is limited to the total fees paid by the client under the relevant Engagement Letter.

Nothing in these Terms limits opteam’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

opteam shall not be liable for any indirect, consequential, or special loss or damage arising out of or in connection with an engagement, including but not limited to loss of profit, loss of revenue, loss of business, or loss of anticipated savings, even if opteam has been advised of the possibility of such loss.

Claims against opteam must be brought within twelve months of the date on which the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

Where services are delivered in association with a partner organisation, each provider’s liability is limited to its own conduct and contribution to the engagement. opteam accepts no liability for the acts or omissions of partner organisations, except to the extent that opteam has failed to exercise reasonable care in selecting or supervising that partner.

Section 7

Intellectual Property

All materials, reports, frameworks, tools, methodologies, and other deliverables created by opteam in connection with an engagement (“Deliverables”) remain the intellectual property of opteam unless the Engagement Letter expressly provides otherwise.

Subject to full payment of all fees due, opteam grants the client a non-exclusive, non-transferable licence to use the Deliverables for the internal purposes of the client’s organisation. Deliverables may not be reproduced, shared with third parties, or used for commercial purposes without opteam’s prior written consent.

Where Deliverables incorporate pre-existing intellectual property owned by opteam or by third parties, those pre-existing rights are not transferred to the client.

Section 8

Specific Provisions for Business Mentoring Services

The provisions in this section apply in addition to all other sections of these Terms wherever opteam provides business mentoring services.

Professional membership and standards: Martin Stucki is a member of the Association of Business Mentors (ABM), the professional body for business mentoring in the United Kingdom. All mentoring services provided by opteam are conducted in accordance with the ABM’s professional standards framework, including its Code of Conduct (current version: November 2025, available at associationofbusinessmentors.org).

Global Code of Ethics: The ABM is a signatory to the Global Code of Ethics for Coaches, Mentors and Supervisors. opteam’s mentoring practice is conducted in alignment with this Code. A copy is available at the ABM’s website.

Contracting and expectation-setting: In accordance with ABM best practice, the purpose, scope, and boundaries of each mentoring engagement will be explicitly defined and agreed in writing before work commences. Both mentor and mentee will have the opportunity to clarify their expectations, goals, and ways of working before committing. The mentoring relationship will be reviewed at regular intervals, and either party may raise concerns about effectiveness at any time. The mentee retains full autonomy over decisions made during and after the mentoring engagement; the mentor’s role is to support, challenge, and guide, not to direct or decide on the mentee’s behalf. Where the engagement involves a third party (such as the mentee’s employer or board), any three-way or multi-party contracting arrangements will be explicitly agreed and documented at the outset.

Supervision: In keeping with ABM professional standards, Martin Stucki engages in regular mentoring supervision — a structured process of reflective practice in which case-load matters are discussed confidentially with a qualified supervisor. Supervision supports the quality, consistency, and ethical integrity of mentoring practice. Client identities are not disclosed in supervision without prior consent; anonymised case material may be discussed for professional development purposes only.

Confidentiality in mentoring: The mentoring relationship is founded on trust and confidentiality. All matters discussed in mentoring sessions are confidential, subject only to the following limited exceptions: where there is a serious risk of harm to the mentee or to others; where required by law or court order; or where the mentee gives explicit consent to disclosure.

Professional boundaries: opteam’s mentoring services are professional business mentoring services. They are not a substitute for legal, financial, medical, psychological, or therapeutic advice. Where the nature of a mentee’s needs falls outside the appropriate scope of business mentoring, Martin Stucki will say so clearly and, where appropriate, suggest relevant professional or support resources.

Complaints: Where a mentee has concerns about the conduct of a mentoring engagement that cannot be resolved directly with Martin Stucki, they may submit a formal complaint to the ABM using the complaints procedure available at associationofbusinessmentors.org.

Continuous professional development: In accordance with ABM membership requirements, Martin Stucki commits to a minimum of 20 hours of continuing professional development per year and to regular participation in ABM supervision and professional development activities.

Section 9

Data Protection and Privacy

opteam processes personal data in connection with its services in accordance with applicable data protection law, including the UK GDPR, the EU GDPR, and the Swiss nFADP where relevant.

Full details of how opteam collects, uses, stores, and protects personal data — including the rights of data subjects — are set out in opteam’s Privacy Policy, which is available at opteam.co.uk/privacy-policy.

By engaging opteam’s services, the client acknowledges having read and understood opteam’s Privacy Policy. Where an engagement involves the sharing of personal data relating to the client’s employees, directors, or other individuals, the client warrants that it has the lawful authority to share that data with opteam for the purposes of the engagement.

Section 10

Termination

Either party may terminate an engagement by giving written notice to the other party. The notice period and any consequences for fees and deliverables will be set out in the Engagement Letter. Where the Engagement Letter is silent, reasonable notice is required, and the client will be invoiced for all work completed up to the date of termination.

opteam may terminate an engagement with immediate effect if the client fails to pay fees when due, acts in a manner that is materially inconsistent with opteam’s ethical principles as set out in Section 4, or if continuing the engagement would require opteam to act in breach of any professional obligation or applicable law.

Termination of an engagement does not affect any rights or obligations that have already accrued, including the client’s obligation to pay for work completed and both parties’ obligations of confidentiality.

Section 11

Force Majeure

Neither party will be liable for delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, or failure of third-party infrastructure. The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to resume performance as soon as possible.

Section 12

General Provisions

Entire agreement: These Terms, together with the relevant Engagement Letter, constitute the entire agreement between the parties in relation to the subject matter of each engagement and supersede all prior discussions, representations, or agreements.

Variation: No variation to these Terms shall be effective unless agreed in writing by both parties.

Waiver: A failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other rights under these Terms.

Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be severed, and the remainder of these Terms shall continue in full force and effect.

Assignment: Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that opteam may assign its rights to receive payment.

Third party rights: These Terms do not confer any rights on third parties under the Contracts (Third Party Rights) (Scotland) Act 2017 or any equivalent legislation, except where expressly stated.

Section 13

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Scotland.

The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, provided that opteam reserves the right to seek injunctive or other equitable relief in any jurisdiction where necessary to protect its confidential information or intellectual property.

Section 14

Updates to These Terms

opteam may update these Terms from time to time to reflect changes in our services, professional obligations, or applicable law. The version number and date at the top of this document will be updated accordingly.

The Terms in force at the date of execution of an Engagement Letter govern that engagement, unless both parties agree in writing to apply a later version.

The current version of these Terms is always available at opteam.co.uk/terms.