Current version: updated 31 August 2026. This version replaces all earlier versions.
1. About These Terms
1.1 Who we are
These Terms are issued by Sophia Global Consulting F.Z.E., a free zone establishment registered in Ajman Free Zone, United Arab Emirates ("Sophiall", "we", "us", "our").
1.2 What these Terms cover
These Terms govern every interaction you have with us and with anything we produce, publish, sell or perform. That includes, without limitation: the website at sophiall.com and any subdomain; articles, newsletters, emails, social media posts, videos, podcasts and books; the Critical Systems Scorecard and any other diagnostic, quiz, calculator or assessment tool; the Business Owners Club; digital courses and programmes including "Fall in Love With Your Business Again"; workshops, events and speaking engagements; telephone, video and in-person conversations; and paid advisory engagements.
1.3 How these Terms are structured
These Terms are tiered. Each section applies to a different level of interaction, and they stack.
| Section | Applies to |
|---|---|
| 2 | Everyone who reads, receives, views or listens to anything we publish |
| 3 | Anyone who uses the Scorecard or another free tool |
| 4 | Anyone who buys a digital product, programme or book |
| 5 | Advisory clients under an Engagement |
| 6 to 18 | Everyone. General provisions, liability and law |
If you are an advisory client, all sections apply to you. If you are a first-time reader of an article, sections 1, 2 and 6 to 18 apply. Where a later section conflicts with an earlier one, the later section prevails for that interaction.
1.4 Definitions
"Content" means anything we publish, distribute or make available in any medium, whether free or paid, including text, audio, video, images, templates, frameworks, models, questionnaires, scores and reports.
"Engagement" means a bespoke advisory relationship in which we agree, orally or in writing, to provide services to a specific client for a fee, and which is documented in an engagement letter, proposal, statement of work or equivalent.
"Paid Product" means any digital course, programme, membership, book, workshop, event ticket or other item sold by us that is not an Engagement.
"Scorecard" means the Critical Systems Scorecard and any other self-assessment tool, quiz, diagnostic or calculator we make available, together with any score, report or output it generates.
"You" means the person or entity reading, using, buying or engaging, and where you act for a company, both you personally and that company.
1.5 How you accept these Terms
You accept these Terms by any of the following, whichever happens first: ticking a box or clicking a button indicating acceptance; submitting your details to receive Content; beginning a Scorecard; purchasing a Paid Product; signing an engagement letter or proposal; or asking us to begin work and allowing us to do so.
We record the date, time and technical details of electronic acceptance. Those records are evidence of your acceptance unless you prove otherwise.
1.6 Changes to these Terms
We may change these Terms. Changes take effect when posted and apply only from that date forward. They do not apply retrospectively. Any Engagement or Paid Product purchase is governed by the version of these Terms in force on the date it commenced, unless you agree in writing to a later version. Each version is dated.
2. Terms That Apply to Everyone
These apply to every reader, subscriber, listener, viewer and visitor, whether or not you pay us anything.
2.1 What our Content is
Our Content is general commentary and education. It is written for a broad audience of business owners. It is not written for you, it is not written about your business, and it takes no account of your circumstances, objectives, jurisdiction, industry, finances or risk position.
We do not know your business. We have not examined it. Nothing we publish constitutes an assessment, diagnosis, opinion or recommendation in respect of it.
2.2 What our Content is not
Our Content is not, and must not be relied upon as:
- financial, investment or securities advice;
- legal advice;
- tax advice;
- accounting, audit or assurance services;
- a valuation, appraisal, fairness opinion or estimate of worth of any business or asset;
- brokerage, dealing, arranging or advising on transactions in any business, security or asset;
- insurance advice or mediation;
- a substitute for advice from a qualified professional retained by you and accountable to you.
We are not licensed or authorised to provide any of the above, and we do not purport to. Before acting on anything you read, hear or receive from us, obtain independent professional advice from someone qualified in your jurisdiction who has examined your specific circumstances.
2.3 No professional relationship
Reading our Content, subscribing to our emails, attending an event, following us on social media, or corresponding with us informally does not create any advisory, fiduciary, agency, professional, client or duty-of-care relationship between us. No such relationship arises unless and until an Engagement is entered into under section 5.
2.4 No guarantee of results
We make no representation, warranty or guarantee, express or implied, that any outcome, result, improvement, profit, saving, sale, valuation, multiple, offer, exit or freedom will be achieved by anyone who reads, buys, learns from or works with us.
Business results depend on factors entirely outside our knowledge and control, including your market, your capital, your team, your customers, your execution, your judgement, timing, competition, regulation and economic conditions.
2.5 Testimonials, case studies and examples
Where we publish testimonials, client stories, case studies, figures or examples:
- they describe the experience of a specific person or business at a specific time;
- they are not typical, and no reader should expect comparable results;
- some are composites, illustrations or anonymised, and where they are we say so or the context makes it plain;
- past performance of any business, client or method is not a predictor of future results;
- figures quoted are as reported to us and we have not independently verified them.
2.6 Your decisions are yours
You are solely responsible for every decision you make and every action you take or fail to take, whether or not it follows from something you read, heard or discussed with us. You alone are responsible for evaluating the accuracy, completeness and suitability of anything we publish, and for deciding whether and how to apply it.
2.7 Accuracy and availability
We take reasonable care with our Content but do not warrant that it is accurate, current, complete or free from error. Content may become out of date. Laws, markets and best practice change. We are under no obligation to update anything we have published.
We do not warrant that our website, emails or tools will be uninterrupted, secure or error-free.
2.8 Third parties
Where we link to, mention, recommend, refer or introduce you to any third party, including advisers, brokers, lenders, software, collaborating firms or partner organisations, we do so for convenience only. We do not control them, we do not endorse them unless we expressly say so in writing, and we accept no responsibility or liability for their acts, omissions, advice, products, fees or outcomes. Any relationship you form with them is between you and them. Where we receive a referral fee or other consideration for an introduction, we will tell you.
2.9 Acceptable use
You must not: reproduce, republish, distribute, sell or commercially exploit our Content without our prior written consent; scrape, crawl, harvest or extract our Content by automated means; use our Content to train, fine-tune, ground or develop any machine learning model, artificial intelligence system, dataset or derivative tool; remove or obscure any attribution or notice; impersonate us; or use our Content in any unlawful, defamatory or misleading way.
You may quote short extracts with clear attribution and a link to the source, and you may print or save Content for your own internal, non-commercial use.
3. The Scorecard and Free Tools
These apply in addition to section 2 whenever you use the Scorecard or another free tool.
3.1 What the Scorecard is
The Scorecard is an automated tool. It applies a fixed set of rules to the answers you type in and generates an output. That is the whole of what it does.
3.2 What the Scorecard is not
Specifically, and to remove any doubt about what you are receiving:
- We do not examine your business. No person at Sophiall reviews, verifies, investigates or forms any view about your business, your answers or your report. The output is generated automatically.
- The output depends entirely on your own self-reported answers. If your answers are inaccurate, incomplete, optimistic, pessimistic or based on a misunderstanding of the question, the output will be wrong. We have no means of detecting this and no obligation to try.
- It is not a valuation. It does not estimate, indicate, suggest or imply what your business is worth, what a buyer would pay, or what price any transaction could achieve. Any language in the report referring to value, worth, buyers or saleability is general education, not an appraisal of your business.
- It is not a due diligence exercise, audit, survey or professional assessment.
- It creates no relationship. Completing the Scorecard does not make you a client and does not cause us to owe you any professional duty.
3.3 No reliance
You must not rely on the Scorecard or its output for any decision, and in particular for any decision concerning the sale, purchase, valuation, financing, restructuring, closure or transfer of any business or asset, or any dealing with any buyer, investor, lender, employee or adviser. It is a prompt for reflection. It is not a basis for action.
3.4 Your data
We collect your name, email address and answers, and use them in accordance with our Privacy Policy. By completing the Scorecard you agree that we may contact you about your results and about our products and services. You may unsubscribe at any time.
We may use your answers in aggregated and anonymised form for research, benchmarking and product development, in a way from which you and your business cannot be identified.
4. Paid Products, Programmes and Books
These apply in addition to sections 2 and 3 whenever you purchase a Paid Product.
4.1 What you are buying
You are buying access to educational material and a method. You are not buying advice on your business, an assessment of your business, a result, an outcome, or any personalised service unless the product description expressly says otherwise and specifies what that service is.
We teach an approach. Whether it works in your business, and how well, depends on your business and on you.
4.2 Licence
We grant you a personal, non-exclusive, non-transferable, revocable licence to access and use the Paid Product for your own use and the internal use of the business you own or operate.
You must not: share, sell, sublicense, lend or transfer your access or login credentials; permit any other person to use your access; record, download, copy, screenshot or transcribe the materials except where we expressly permit it; reproduce or republish the materials; use the materials to create a competing or derivative product, course, framework or service; or use the materials to train any artificial intelligence system.
We may suspend or terminate your access without refund if you breach this clause.
4.3 Access and continuity
Where a product is sold as "lifetime" access, that means for as long as we continue to offer the product, subject to a minimum of twenty-four months from purchase. If we discontinue it, we will give you reasonable notice and a means of downloading the core materials where practicable. It does not mean for your natural life, and it does not oblige us to maintain any particular platform, format or hosting arrangement indefinitely.
We may update, improve, reorganise or replace product content at any time.
4.4 Community conduct
Where a product includes access to a community, forum or group, including the Business Owners Club, you must not post anything unlawful, abusive, defamatory, misleading, confidential to a third party, or promotional. We may remove content and remove members at our discretion.
Anything you post remains yours. You grant us a non-exclusive, royalty-free, worldwide licence to host, display and reproduce it for the purpose of operating the community. You must not disclose outside the community anything another member shares within it.
4.5 Refunds
Read this before you buy.
Digital courses, programmes and memberships are non-refundable once access has been granted. This includes "Fall in Love With Your Business Again" and any Pioneer or lifetime access tier. The reason is straightforward: the material is delivered immediately and in full, and cannot be returned.
Statutory cancellation rights. Consumers in some jurisdictions, including the United Kingdom and the European Union, have a statutory right to cancel a purchase of digital content within a set period. That right is not affected by this clause and we do not attempt to exclude it. Where it applies, you may lose it by expressly requesting immediate access and acknowledging the loss of the right. At checkout you will be asked to confirm:
"I want immediate access to this product and I understand that by doing so I lose my right to cancel."
If you do not confirm that, access begins after the statutory cancellation period expires.
Where we offer a guarantee. We occasionally offer a stated satisfaction guarantee. Where we do, it is set out in writing at the point of sale, and it governs. It is not a standard feature of any product and is not implied.
Physical books may be returned unused in accordance with the retailer's policy.
4.6 Payment
Prices are in the currency stated and exclusive of any tax, duty or levy that applies to you. Where you pay by instalment, failure to pay an instalment when due entitles us to suspend access until the account is current. Chargebacks made without first raising the matter with us are a breach of these Terms.
5. Advisory Engagements
These apply in addition to sections 2, 3 and 4 to any Engagement.
5.1 When an Engagement begins
An Engagement begins on the earlier of: our countersignature of an engagement letter, proposal or statement of work; or our commencing work at your request with your knowledge.
Preliminary conversations, discovery calls, proposals and scoping discussions are not an Engagement and create no duty of care.
5.2 Scope
The scope of every Engagement is defined in the engagement letter or equivalent. Anything not expressly listed in scope is outside it. We owe you no duty in respect of any matter outside the agreed scope, whether or not it came up in conversation, whether or not we commented on it, and whether or not we might reasonably have noticed it.
Without limiting that, and unless the engagement letter expressly says otherwise in terms, our Engagements exclude:
- any valuation, appraisal or opinion on the worth of your business;
- any transaction execution, negotiation, brokerage or arranging;
- any introduction to, or dealing with, buyers, investors or lenders on your behalf;
- legal, tax, accounting, audit, actuarial, regulatory or insurance advice;
- verification, audit or assurance of any financial or other information you give us;
- any duty to identify, investigate or report matters outside scope.
5.3 The nature of what we do
Our method is to ask questions, surface issues, model options and challenge assumptions so that you can see your business more clearly and decide what to do. We do not make decisions for you, and we do not implement. You retain full authority and full responsibility for every decision.
We are engaged on a best efforts basis. We do not guarantee any outcome.
5.4 Your information and your obligations
You must give us the information and documents we ask for, promptly, and in the form we ask for. You warrant that everything you give us is accurate and complete so far as you are aware.
We are entitled to rely on the information you and your advisers give us without verification. We do not audit it. Where information you give us is wrong, incomplete or misleading, we accept no responsibility for any consequence, including any conclusion, model or recommendation built on it.
You must tell us promptly of any change in your group structure, ownership, financing, litigation, regulatory position or other circumstance relevant to our work.
5.5 Third-party collaboration
Where an Engagement is delivered with, through or alongside another firm, that firm's own terms govern its own services and its own liability. We are not responsible for its work. Where another firm holds the contractual relationship with you for particular services, your claims in respect of those services lie against that firm and not against us.
5.6 Deliverables
Reports, models and other deliverables are prepared for you, for the purpose stated, on the basis of information available at the time, and as at the date given. They must not be relied on for any other purpose, at any later date, or by any other person.
You must not provide any deliverable to a third party without our prior written consent, and where we consent, we accept no duty of care to that third party. If you do so without consent, you indemnify us against any claim arising.
5.7 Confidentiality
We keep your confidential information confidential, and will not disclose it except: to our personnel, subcontractors and IT providers on a need-to-know basis and under equivalent obligations; to our insurers and professional advisers; where required by law, regulation or a court; or where necessary to establish or defend a legal claim.
You keep our reports, methods, materials and advice confidential in the same way.
We may name you as a client and describe our work for you in general terms, unless you tell us in writing not to.
5.8 Anti-bribery, sanctions and money laundering
Neither party will offer, give, request or accept any bribe, facilitation payment or improper inducement in connection with an Engagement. You will provide identification and source-of-funds information on request. We may decline, suspend or terminate any Engagement, without liability, where we believe continuing would breach any anti-money-laundering, sanctions, anti-bribery or other legal or regulatory requirement, or where continuing would in our view be improper.
5.9 Fees
Fees are as set out in the engagement letter, exclusive of expenses, third-party costs and tax. Invoices are payable within thirty days unless otherwise agreed, and in advance of work commencing unless otherwise agreed. A dispute over one invoice does not suspend your obligation to pay any other. We may suspend work while any invoice is overdue. Reasonable costs of recovering unpaid fees are for your account.
Where an Engagement is commissioned by more than one party, those parties are jointly and severally liable for the fee.
5.10 Termination
Either party may terminate an Engagement on reasonable written notice. We are entitled to be paid for work done and for committed costs reasonably incurred up to termination. On termination we will return your documents on request; our working papers remain ours.
Either party may terminate immediately if the other becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases to trade, or materially breaches these Terms and fails to remedy within fourteen days of notice.
5.11 Complaints
Tell us in writing within sixty days of the event complained of, or within sixty days of the date you could reasonably have discovered it. We will investigate and respond. Where a complaint is upheld, our response will be to adjust the fee, redo the work, or provide an alternative remedy, at our reasonable discretion. Complaining does not suspend your obligation to pay.
6. Intellectual Property
All intellectual property in our Content, methods, frameworks, questionnaires, scoring logic, models, templates, brands and materials belongs to us or our licensors and remains ours. Nothing in these Terms transfers any of it to you.
Where we create a bespoke deliverable in an Engagement, you receive a perpetual, non-exclusive licence to use it for your own internal business purposes on payment in full of our fees. The underlying methods, frameworks and know-how remain ours and we may use them freely for other clients.
Where you provide us with material, you warrant you have the right to do so and grant us the licence necessary to perform our work.
7. Limitation of Liability
7.1 What is never excluded
Nothing in these Terms excludes or restricts our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or restricted. This clause survives even if every other part of section 7 fails.
7.2 Nature of these limits
These Terms are our standard written terms. Where any provision excludes or restricts liability, it is intended to satisfy the requirement of reasonableness under the Implied Terms in Contracts and Unfair Terms Law, DIFC Law No. 6 of 2005 as amended. Each limit is set by reference to what you have paid us and to the nature of what you have received, and each is severable from the others.
7.3 Limits by tier
Subject to clause 7.1, our total aggregate liability to you in contract, tort (including negligence), misrepresentation, restitution, statute or otherwise, arising out of or in connection with these Terms, is limited as follows:
| What it covers | Limit |
|---|---|
| Free Content: articles, emails, social posts, videos, podcasts, free events, informal conversations | USD 250 |
| Scorecard and other free tools | USD 250 |
| Paid Products: courses, programmes, memberships, books, ticketed events | The amount you paid us for that product |
| Engagements | The fees paid by you to us under that Engagement in the twelve months preceding the event giving rise to the claim |
Where a claim spans more than one tier, the higher applicable limit applies, and applies once in aggregate. The limits are not cumulative across claims arising from the same or connected events.
The limits for free Content and free tools reflect that no fee is paid, no relationship is formed, and no assessment of your business is undertaken. The limits for Paid Products and Engagements reflect the fee you paid and the scope you bought.
7.4 Excluded losses
Subject to clause 7.1, we are not liable for loss of profit, loss of revenue, loss of business or business opportunity, loss of anticipated savings, loss of goodwill or reputation, loss of or reduction in the value of any business or asset, loss arising from any transaction not completed or completed on different terms, loss of data, or any indirect or consequential loss, however arising.
7.5 Multiple parties
Where services are provided to more than one person or entity, the limit applies once, to all of them jointly, and it is for them to apportion any award between themselves.
8. Claims Against Individuals
Any claim you have arising out of or in connection with these Terms, our Content, or any Engagement, must be brought against Sophia Global Consulting F.Z.E. alone.
You agree not to bring, and to procure that your group companies do not bring, any claim of any kind, in contract, tort, negligence, misrepresentation or otherwise, against any director, shareholder, officer, employee, consultant, subcontractor or agent of ours, including George Sotiropoulos personally, in connection with any Content, Paid Product or Engagement.
Each such person may enforce this section directly. We also hold the benefit of this section on trust for each of them. This section is intended to be enforceable by and for the benefit of those persons notwithstanding any general provision about the rights of persons who are not parties to these Terms.
9. Indemnity
You will indemnify us, and each person identified in section 8, against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- any breach by you of these Terms;
- any inaccurate, incomplete or misleading information you give us;
- any use, disclosure or provision by you of our Content or deliverables to any third party, or any third party's reliance on them;
- any claim brought against us by a third party in connection with your business, your decisions, or your use of anything we have provided;
- your infringement of any intellectual property or other right.
This indemnity does not apply to the extent that the claim arises from our own fraud, wilful misconduct or gross negligence, or where applicable law prevents it. Where you are a consumer, this indemnity applies only to the extent permitted by the consumer protection law of your place of residence.
10. Time Limit for Claims
Any claim must be notified to us in writing within twelve months of the date you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and in any event within three years of the act or omission complained of. After those periods the claim is barred. This section does not apply where a shorter period than the law allows would be unenforceable, in which case the shortest enforceable period applies.
11. Force Majeure
Neither party is in breach for failure caused by an event beyond its reasonable control, including war, civil unrest, terrorism, natural disaster, epidemic, government action, strike, failure of utilities or telecommunications, or failure of a third-party platform. The affected party will notify the other and take reasonable steps to resume. If the event continues for more than six months, either party may terminate.
12. Electronic Communication
The parties may communicate electronically and accept the risks of doing so, including interception, delay, corruption and malware. Neither party holds the other liable for loss caused by the ordinary risks of electronic communication, provided each has taken reasonable precautions. We use cloud services and third-party IT providers in the course of our business.
13. Notices
Formal notices must be in writing and sent by email to the address published on our contact page, with a copy by courier or registered post to our registered office in Ajman Free Zone, marked for the attention of George Sotiropoulos, or to your last notified address. Notice by email sent on a business day before 17:00 Gulf Standard Time is deemed received that day, otherwise the next business day. Notice by courier is deemed received on delivery.
14. Assignment
You may not assign or transfer your rights or obligations without our written consent. We may assign or subcontract, and remain responsible for subcontracted work.
15. Entire Agreement
These Terms, together with any engagement letter, proposal, order confirmation or product description, are the entire agreement between us and supersede all prior discussions and representations. Nothing in this section limits liability for fraudulent misrepresentation.
Where an engagement letter conflicts with these Terms, the engagement letter prevails to the extent of the conflict, save that sections 6 to 18 prevail unless expressly and specifically varied in writing.
16. Waiver and Severance
No failure or delay in enforcing any right is a waiver of it. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force. Where a provision would be enforceable if modified, it applies with the minimum modification necessary. In particular, if any liability limit is held unenforceable, the next highest enforceable limit applies in its place.
17. Survival
Section 2, and sections 6 to 18, survive termination or expiry.
18. 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), are governed by the laws of the Dubai International Financial Centre (DIFC).
The parties irrevocably and expressly agree to submit to the exclusive jurisdiction of the DIFC Courts, and waive any objection to that jurisdiction or on grounds of inconvenient forum. This is an express opt-in to the jurisdiction of the DIFC Courts under Article 5(A)(2) of Dubai Law No. 12 of 2004 as amended.
Nothing in this section prevents the parties from attempting to resolve a dispute by negotiation or mediation first, and both are encouraged to do so, but neither is a condition precedent to proceedings.
Where you are a consumer resident outside the UAE, nothing in this section deprives you of the protection of any mandatory provision of the law of your place of residence.