Terms and Conditions.

Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of Services by the Supplier, as set out in any applicable Statement of Work in accordance with Schedule 1.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client Materials: all materials, documents and data supplied by the Client to the Supplier.

Deliverables: all documents, products and materials developed by the Supplier or personnel as part of or in relation to any Services in any form.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the services, including any Deliverables, to be provided by the Supplier pursuant to any applicable Statement of Work in accordance with Schedule 1

Services Start Date: the day on which the Supplier is to start provision of any Services, pursuant to any applicable Statement of Work in accordance with Schedule 1

Statement of Work: a statement of work agreed between the Supplier and the Client in relation to the provision of certain Services, substantially in the form set out in with Schedule 1

Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.

1.2 Interpretation:

(a) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(b) A reference to writing or written includes email.

2. Commencement and term

2.1 Subject to clause 2.2, this Agreement shall commence on the date first set out above and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 30 days’ written notice to terminate.

2.2 While any Statement of Work is ongoing, the Client shall not be permitted to terminate this Agreement until the termination of that Statement of Work, or any Services that have commenced or been confirmed under that Statement of Work have been completed.

3. Supply of services

3.1 In supplying the Services, the Supplier shall:

(a) provide the Services with reasonable care and skill, in accordance with the description of the Services as set out in any applicable Statement of Work;

(b) comply with the Supplier’s data protection policy in relation to any Client personal data that may be provided to the Supplier in the course of this Agreement;

(c) comply with the Client’s reasonable policies and procedures which are applicable to the provision of the Services and have been communicated to the Supplier, and with applicable laws and codes of practice, provided that the Supplier shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.

4. Client’s obligations and cancellation fees

4.1 The Client shall:

(a) co-operate with the Supplier in all matters relating to the Services; and

(b) provide the Supplier and its personnel, as applicable, access to the Client's premises, documents, data and other materials, information and facilities as reasonably required by the Supplier for the provision of the Services.

4.2 The Client may cancel any pre-booked sessions (either workshops, group sessions or one-to-one sessions) provided that they give the Supplier with at least the required notice as set out in the applicable Statement of Work (the “Cancellation Notice”). If the Client cancels and does not re-schedule a session in accordance with clause 4.3, they shall be liable for a cancellation fee as follows:

(a) If the Client provides at least the Cancellation Notice, they shall not be liable for any cancellation fee;

(b) If the Client provides at least 50% of the Cancellation Notice, they shall be liable for 50% of the Charges for that cancelled session; and

(c) If the Client provides less than 25% of the Cancellation Notice, they shall be liable for 100% of the Charges for that cancelled session.

By way of example, if the Cancellation Notice is 4 weeks, if the Client provides 4 weeks’ notice or more, there is no cancellation fee; if they provide at least 2 weeks’ notice, the cancellation fee is 50% of Charges, and if they provide less than one week’s notice, the cancellation fee is 100% of Charges.

4.3 All rescheduled sessions must take place with 30 days of the date of the cancelled session, unless otherwise agreed with the Company.

5. Intellectual property

5.1 The Supplier shall retain ownership of all Supplier IPRs. The Client shall retain ownership of all Intellectual Property Rights in the Client Materials.

5.2 The Supplier grants the Client, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use the Supplier IPRs for the purpose of receiving the Services only.

5.3 The Client grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Client Materials as reasonably required for the purpose of providing the Services to the Client in accordance with this Agreement.

5.4 The Client authorises the use by the Supplier of the Client’s name and logo for marketing purposes on the Supplier’s website and/or marketing materials.

5.5 The Client shall indemnify the Supplier in full against costs, liabilities or expenses arising out of or in connection with any claim brought against the Supplier for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by the Supplier.

6. Charges and payment

6.1 In consideration for the provision of the Services, the Client shall pay the Supplier the Charges as set out in the applicable Statement of Work.

6.2 All Charges set out in a Statement of Work are exclusive of value added tax (VAT), which the Client shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3 The Supplier shall submit invoices for the Charges plus VAT if applicable to the Client upon delivery of the Services, unless stated otherwise in an applicable Statement of Work. The Client shall pay each invoice with 30 days of receipt, into a bank account nominated in writing by the Supplier. Interest shall accrue on unpaid invoices at a rate of 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.4 If the Client fails to make any payment due to the Supplier the Supplier may suspend all Services until payment has been made in full.

6.5 All amounts due under this Agreement from the Client to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Limitation of liability

7.1 The Supplier’s liability under this Agreement shall not exceed 50% of the Charges paid under this Agreement during the previous 12 month period. The Supplier shall not be liable for any indirect or consequential losses.

7.2 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

8. Termination

8.1 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7days after being notified in writing to do so; or

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

8.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment.

9. General

9.1 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2 Confidentiality

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 9.2.

(b) Each party may disclose the other party's confidential information:

(i) to its team members who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its team members to whom it discloses the other party's confidential information comply with this clause 9.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

9.3 Entire agreement.

(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

9.4 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.5 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.5 shall not affect the validity and enforceability of the rest of this Agreement.

9.6 Notices.

(a) Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified for the Supplier Contact and the Client Contact as set out on page 1.

(b) Any shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 9.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10.9. Third party rights. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

9.10 Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

9.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.