Marshall Consulting Pte Ltd

General Terms and Conditions

1. Parties and Scope

1.1 Service Provider

Marshall Consulting Pte Ltd, a company incorporated in Singapore ("Marshall Consulting", "we", "us", or "the Practitioner"), provides coaching, psychotherapy, leadership training, facilitation, and related consulting services (the "Services").

1.2 Client

"You" or "the Client" means the individual or organization that engages Marshall Consulting for Services, as identified in the applicable service agreement, proposal, or booking confirmation.

1.3 Application

These General Terms and Conditions ("Terms") apply to all Services provided by Marshall Consulting and form part of each service agreement, letter of engagement, or booking confirmation. If there is any conflict, the specific service agreement will prevail over these Terms.

2. Fees and Payment

2.1 Fee Structure

Fees are set out in your service agreement or booking confirmation. We may update our fees from time to time, but any revised fees will apply only to bookings or agreements made after the revision takes effect.

2.2 Payment Terms

Unless we have agreed a separate corporate invoicing arrangement in writing, payment is due when you book. For corporate clients, payment is due within 30 days from the invoice date unless otherwise agreed in writing. All amounts are stated in Singapore Dollars (SGD) unless otherwise specified.

2.3 Accepted Payment Methods

We accept credit card payments from individual clients and bank transfers from corporate or third-party payers. Payment details will be provided in the relevant invoice or booking confirmation.

2.4 Late Payment

If any amount due under a service agreement or invoice remains unpaid after the due date, interest will accrue at 1% per month until payment is made in full. We may suspend Services on reasonable notice if payment is not received. Services will resume once all outstanding amounts have been paid.

2.5 Taxes

Marshall Consulting Pte Ltd is not registered for Goods and Services Tax (GST) in Singapore, so GST is not chargeable on our invoices. You remain responsible for any withholding tax or other taxes imposed by your jurisdiction on payments made to Marshall Consulting. If the law requires you to withhold or deduct any such tax, you must ensure that Marshall Consulting still receives the full invoiced amount after that withholding or deduction.

2.6 Prepaid Packages (Individual Clients)

Individual clients may purchase prepaid session packages at discounted rates, subject to the following conditions:

(a) All prepaid hours must be used within 12 months from the date of payment. Any unused hours after that time will expire.

(b) You may opt out of a prepaid package at any time by giving written notice. In that case, hours already used will be charged at the standard rate, and any remaining balance will be refunded after deducting a 10% administrative fee and any applicable bank charges.

2.7 Travel and Accommodation — Services Outside Singapore

If Services are provided outside Singapore, the Client will reimburse Marshall Consulting for the following expenses in addition to the agreed fees:

(a) Business class return airfare from Singapore to the city where the Services are provided, using the most direct reasonably available route; and

(b) Accommodation in a four-star or equivalent hotel for the duration of the Services, including the nights immediately before and after the engagement.

Travel and accommodation arrangements must be agreed in writing before any bookings are made. The Client remains responsible for reimbursing expenses already incurred, even if the Services are later rescheduled or canceled.

3. Scheduling, Rescheduling, and Cancellations

3.1 Coaching and Psychotherapy Sessions

Please let us know as soon as possible if you need to cancel or reschedule. The following policies apply:

(a) Cancellation. No fee is payable if you give at least 48 hours' notice before the scheduled appointment time. If a session is canceled or rescheduled with less than 48 hours' notice, the full fee is payable.

(b) Late Arrival. If you are more than 15 minutes late without prior notice, we may treat the session as missed, and the full fee will remain payable.

(c) Documentation Time. The final 10 minutes of each session are reserved for note-taking and documentation. This means a 60-minute session includes 50 minutes of face-to-face time, a 90-minute session includes 80 minutes, and so on.

(d) Calendar Confirmations. We may send electronic calendar invitations or booking confirmations as a courtesy. However, once a booking is confirmed, the session is considered booked for the agreed time whether or not you receive those notifications.

(e) Urgent and Out-of-Hours Sessions. Subject to availability, we may be able to offer urgent sessions or sessions outside usual business hours. An additional fee may apply depending on the timing and location, but any such fee will be discussed and agreed upon before the session is scheduled.

3.2 Programs, Workshops, and Other Engagements

For any program, workshop, facilitation, or training engagement, the following cancellation fees apply. Notice must be given in writing, and any fees due must be paid within 5 calendar days after Marshall Consulting receives notice of the cancellation or rescheduling:

(a) If notice is given at least 30 calendar days before the scheduled date, no cancellation fee is charged.

(b) If notice is given at least 15 calendar days before the scheduled date, 50% of the fees are payable.

Any rescheduling is subject to Marshall Consulting's availability and must be agreed in writing.

4. Nature of Services and Informed Consent

4.1 Coaching and Psychotherapy

Results depend in large part on your commitment, effort, and circumstances outside the sessions. The Practitioner does not guarantee any particular outcome.

4.2 Integrated Approach

Depending on your needs, the Practitioner may use a blend of coaching and psychotherapy approaches, guided by clinical judgment and applicable professional standards.

4.3 Scope of Practice

Marshall Consulting provides coaching and psychotherapy services within the scope of the Practitioner's professional training and competence. If the Practitioner believes you would benefit from a different type or level of care, the Practitioner may recommend that you see another professional or service.

4.4 Not Medical or Emergency Care

These Services are not medical treatment, psychiatric care, or emergency mental health support. If you are experiencing a mental health crisis or emergency, please contact the Institute of Mental Health (IMH) at +65 6389 2000 or call 999 immediately.

4.5 No Substitute for Professional Advice

Our Services are not a substitute for legal, financial, medical, or other professional advice. You should seek advice from appropriately licensed professionals where needed.

4.6 No-Reliance

Except as expressly set out in this Agreement, Marshall Consulting does not make any representation, warranty, or guarantee about specific outcomes from the Services. You acknowledge that your decision to use the Services is based on this Agreement and not on any statement or representation not expressly included in it.

4.7 Memory Retrieval Techniques

Information recalled during or after hypnosis, guided imagery, guided meditation, or any memory retrieval process may be inaccurate, distorted, or fabricated. Material of this kind is often inadmissible in court proceedings and may affect legal testimony, including testimony about memories that existed before these techniques were used. These methods are intended solely for therapeutic purposes and not for evidentiary use. If you have concerns about memory accuracy or related legal issues, you should seek independent legal advice and inform Marshall Consulting before beginning this work.

5. Crisis and Emergency Support

5.1 No 24/7 Availability

The Practitioner does not offer 24/7 crisis support. If you experience suicidal thoughts, urges to self-harm, or acute distress outside session times, please do not rely only on contacting the Practitioner. Instead, contact IMH at +65 6389 2000 or call 999 immediately.

6. Confidentiality and Data Protection

6.1 Confidentiality

Confidentiality is a fundamental part of therapeutic and coaching relationships. We comply with the Singapore Psychological Society's Code of Professional Ethics and applicable Singapore law.

6.2 Exceptions to Confidentiality

Confidentiality may be limited in the following situations:

(a) Mandatory Reporting. Where disclosure is required or permitted by law, including where there is reasonable suspicion of abuse or neglect of a child or vulnerable adult.

(b) Court Orders. Where disclosure is required by a court order, subpoena, or other legal process.

(c) Imminent Risk or Serious Illegal Activity. If you disclose an intention or plan to harm yourself or others, or illegal activity creating a significant risk of harm to identifiable third parties, Marshall Consulting may contact emergency services, make a report to the relevant authorities where required, or refer you to appropriate care. You will be informed of any such action where it is safe and lawful to do so.

(d) Professional Supervision. For professional consultation or supervision with other practitioners. Identifying information will not be shared without your consent.

(e) Third-Party Payers. If a third party funds your sessions, only information agreed in writing in advance will be shared. You will be told about any request for additional information, and your written consent will be sought before disclosure.

(f) Dispute Resolution. In mediation or arbitration, confidentiality will be governed by the rules of that process rather than by therapeutic confidentiality obligations.

6.3 Data Protection

Session records and personal data are stored securely in compliance with the Singapore Personal Data Protection Act 2012 (PDPA). Records are kept for at least seven years after the last session, or longer if required by law or professional standards.

6.4 No Recording

Sessions may not be recorded, photographed, or monitored by you or any third party without the Practitioner's prior written consent.

6.5 Confidentiality of Agreement

The existence and terms of any service agreement between us will be treated as confidential. Neither party may disclose those terms to a third party without the other party's prior written consent, except where disclosure is required by law or professional obligation.

7. Intellectual Property

7.1 Ownership

All methodologies, frameworks, materials, tools, assessments, and content developed or provided by Marshall Consulting in connection with the Services are proprietary to Marshall Consulting. All intellectual property rights in those materials, including copyright, belong to Marshall Consulting.

7.2 Restrictions

You may use materials provided to you only for your personal use in connection with the Services. You agree not to:

(a) reproduce, distribute, or publish Marshall Consulting's materials without prior written consent;

(b) use those materials for commercial purposes or when providing services to third parties; or

These restrictions continue after termination of any service agreement.

7.3 Conflict of Interest

Marshall Consulting may provide services to other clients whose interests differ from yours. We will not share your confidential information with those clients. By engaging our Services, you agree that Marshall Consulting may continue to act for other clients subject to this confidentiality obligation.

8. Third-Party Payment

If a third party (such as an employer or sponsor) pays for your Services:

(a) the Practitioner's primary professional duty remains to you as the individual client.

(b) Confidentiality applies as described in Clause 6.2(e).

(c) only information agreed in writing in advance will be shared with the third party. Any additional requests will be disclosed to you and will require your written consent.

9. Reduced-Fee Work

Marshall Consulting reserves part of its capacity for individuals experiencing genuine financial hardship. If you believe this may apply to you, please contact us directly to discuss eligibility.

10. Limitation of Liability

10.1 Non-Excludable Liability

Nothing in these Terms limits or excludes Marshall Consulting's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable Singapore law.

10.2 Exclusions

To the fullest extent permitted by Singapore law, Marshall Consulting will not be liable for:

(a) outcomes or results of coaching or psychotherapy;

(b) decisions you make or actions you take outside sessions;

(d) your use or misuse of any tools, insights, or materials provided;

(e) loss or damage arising from your failure to disclose relevant information;

(f) consequences arising from emergency services being contacted where required by professional or legal obligations; or

(g) indirect, incidental, consequential, or punitive damages, including loss of income, reputation, or opportunity.

10.3 Cap on Liability

Where liability cannot be excluded by law, Marshall Consulting's total liability to you in connection with any service engagement is limited to the total fees you actually paid for the Services giving rise to the claim during the 12 months before the relevant event.

10.4 Time Limit for Claims

Any claim arising out of or in connection with the Services must be brought within 12 months of the event giving rise to the claim. After that period, the claim is barred.

11. Indemnification

The Client agrees to indemnify and hold harmless Marshall Consulting Pte Ltd and the Practitioner against claims, losses, costs, or damages arising directly from:

(a) the Client's misuse or misrepresentation of materials, advice, or information provided during the Services; or

(b) the Client's disclosure or description of the Services to third parties in a way that materially misrepresents the nature of the Services provided;

(c) reasonable legal costs incurred by Marshall Consulting in responding to subpoenas, court orders, or requests for testimony arising from the Client's involvement in legal proceedings where memory retrieval techniques were used, as described in Clause 4.7.

This indemnity does not apply to any claim arising from the negligence, gross negligence, or wilful misconduct of Marshall Consulting or the Practitioner.

12. Termination

12.1 By Either Party

Either party may end the engagement at any time by giving written notice, subject to the payment obligations below.

12.2 Termination by You

If you terminate the engagement, any outstanding fees for sessions already provided remain payable. Subject to the non-refundability of third-party prepaid packages under Clause 2.6(c), any unused prepaid hours will be refunded after deducting a 10% administrative fee and any applicable bank charges.

12.3 Termination by Marshall Consulting

Marshall Consulting may end an engagement on reasonable notice in circumstances including non-payment of fees, abusive or inappropriate conduct, matters falling outside the Practitioner's competence, irreconcilable conflict, or where the Practitioner believes that continuing the engagement would not be in your clinical or professional interests. Where clinically appropriate, referrals to other practitioners will be offered.

12.4 Survival

Clauses relating to fees (Clause 2), confidentiality (Clause 6), intellectual property (Clause 7), limitation of liability (Clause 10), indemnification (Clause 11), and dispute resolution (Clause 14) survive termination of any service agreement.

13. Force Majeure

If Marshall Consulting is unable to provide Services because of circumstances beyond its reasonable control, including illness or incapacity of the Practitioner, natural disasters, public health emergencies, government directives, or significant technology failure, sessions will be rescheduled as soon as reasonably possible. If the Services cannot resume, proportional refunds will be offered for unused prepaid time.

14. Dispute Resolution

14.1 Good Faith Resolution

The parties will first try to resolve any dispute through good-faith discussion within 14 days after the dispute arises.

14.2 Mediation

If the dispute is not resolved through discussion, either party may refer it to mediation at the Singapore Mediation Centre. Both parties will participate in good faith. Mediation is confidential.

14.3 Arbitration

If the dispute is not resolved within 30 days after the first mediation session, it will be finally resolved by arbitration before a single arbitrator administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules then in force. The seat of arbitration will be Singapore, the language of the proceedings will be English, and the arbitration will be confidential.

15. General Provisions

15.1 Governing Law

These Terms and any service agreement are governed by the laws of Singapore and will be interpreted in accordance with those laws.

15.2 Entire Agreement

These Terms, together with the applicable service agreement or booking confirmation, form the entire agreement between the parties regarding the Services and replace all prior discussions, negotiations, representations, and agreements, whether written or oral.

15.3 Amendments

Any amendment to these Terms or to a specific service agreement must be agreed in writing by both parties.

15.4 Assignment

Neither party may assign or transfer its rights or obligations under any service agreement without the other party's prior written consent.

15.5 Severability

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

15.6 Independent Contractor

Nothing in these Terms or in any service agreement creates an employer-employee, agency, or partnership relationship between the parties. Marshall Consulting acts as an independent contractor. Neither party is authorized to act for, bind, or create obligations for the other without prior written consent, and neither party is vicariously liable for the acts or omissions of the other.

15.7 No Third-Party Rights

Nothing in these Terms gives any right to a person who is not a party to the agreement under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore.

15.8 Notices

All notices under these Terms must be in writing in English and sent to the email addresses specified in the relevant service agreement or booking confirmation.

15.9 Counterparts

Any service agreement may be executed in counterparts, each of which is treated as an original, and all of which together form one instrument.

16. Acceptance

By signing a service agreement or booking Services with Marshall Consulting, you confirm that you have read, understood, and agree to be bound by these Terms.