a. These Terms form part of the contract made between you and me, with details set out in our Contract.
b. Definitions applying in these Terms are set out in Clause 12 ("Definitions and Law" at the end of these Terms).
c. My contract with you consists of the Contract agreed by you and these Terms of Business. Only those items from proposal documents that are specifically incorporated into an agreed Contract become contractual terms.
d. We will start work when you accept our Contract. You can accept by written approval/E-signature to know that you accept, or by asking me to start work. Once our Contract is agreed, any postponement or cancellation will be subject to these Terms.
a. The scope and timetable for work to be undertaken is set out in the Contract. We can agree to alter our Contract by issuing a revised Contract or by an exchange of emails.
b. The fees are set out in the Contract. Unless otherwise specified, office out-of-pocket expenses (including stationery, telephone charges for phone-based work, postage, USBs, DVDs, CDs, paper and consumables) and travel expenses will be charged as an additional charge.
c. Any arrangements that are unique to your event are set out in the Contract.
d. Unless otherwise specified in the Contract, all equipment and facilities needed to deliver the training, including room hire, equipment hire, licenses and rentals for third party and COVID-19 Materials, will be organised and provided by you at your own expense.
3. BASIS OF AGREEMENT
a. My Services are provided on a ‘business-to-business’ basis.
b. Authority: The person named in the Contract will be my main contact and has the authority to agree payments and tell me what work to do. I will not order any goods or services on your behalf unless it is authorised by that person.
c. The Trainer will be identified in the Contract.
d. Associates: I may propose the use of associates, if I think it is appropriate to your requirements. I will tell you by email who I intend to use. You will have the right to accept or reject associates before they do any work for you. Where my associates need access to your online training system, I will ask you to provide individual log-ins so you can track and secure their use. I contract with my associates in writing to provide appropriate levels of security and confidentiality in line with my service to you. Where they access Personal Data about living individuals I will share your data processing instructions.
e. Development time only: If we are charging you for development time on an hourly or day rate basis and you want us to share time records with you, this must be specified in the Contract.
f. Insurance: I carry professional indemnity insurance. You can ask me for a copy of our current certificates of cover and policy terms.
4. TIMING AND STANDARD OF PROVISION OF SERVICES
a. I will use our reasonable endeavours to deliver Services according to the timetable described in the Contract. You should ensure that you provide us in good time with information and/or resources specified so that we can meet deadlines. If you do not, I reserve the right to reschedule Services, and you will pay all cancellation and rebooking costs.
b. As the Contract provides for staged fees or deposits, late payment will result in a late start on the work which may lead to me rescheduling Services.
c. I prepare for events of the specified length for a particular number of delegates. If you have changes on the day, requiring a shorter slot time or a longer one, or there is a large discrepancy in delegate numbers, I will do my best to accommodate you but I may not be able to provide the quality of delegate experience originally specified.
d. As Trainer I will normally attend the event for an hour before the session was due to start and no more than an hour after they were due to finish, unless otherwise agreed in the Contract. I may not be able to accommodate staying later if the event overruns.
5. FEES, PAYMENTS AND EXPENSES
a. Fees are chargeable in accordance with the CONTRACT. Where applicable VAT will be charged at the appropriate rate. Expenses are charged as described in the Contract.
b. Where a day rate is specified it is on the basis of a 7 hour day. My normal hourly rate will be 1/7th of the day rate unless separately specified in the Contract.
c. Additional work outside the scope of the original Contract will be charged at our normal hourly rates unless otherwise agreed in a Contract.
d. If discounts have been offered for repeat days/events, this is normally by providing additional free-of-fees events. If payment discounts are offered and discount qualifications are not fully met, we will charge events at their full pre-discount price, even if they have already taken place. Note that expenses are chargeable for events that are provided free of fees.
e. Overruns and cancellations: When I have booked meetings or workshops with you within a Contract, I have committed that time to you and may well have rejected other fee-paying work for that slot. I shall have the right to charge for all booked time, and to charge additional fees at the project rate for time overruns on meeting and workshop schedules.
f. Rescheduling: Unless otherwise stated in the Contract, you may postpone by up to four weeks booked coaching sessions and training workshops to alternative available dates in my diary without additional charge, provided the rebooking is done no less than two weeks prior to the original start of the event.
g. For coaching sessions and training workshops which are not rescheduled in accordance with the previous paragraph, I may treat this as a cancellation and charge the full fee.
h. When coaching sessions and training workshops are agreed, 50% of the fee is immediately due for payment. The balancing 50% of the fee is due for payment no later than one calendar month before the scheduled event date.
i. If you do not pay by the due dates, I may reschedule further work until payment is made.
j. As specified in the Contract, fees could be paid in Euro/British Pound Sterling/US-Dollar. Payments must be made net of transaction and currency fees.
k. I reserve the right to charge interest on overdue amounts at the rate set out in the Contract, or where no mention is made in the Contract at the rate per month (equivalent to 4.0% above the current Bank of England rate). Your subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.
l. Any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at my normal hourly rate for the work incurred.
m. Upon termination of any coaching programme or training workshops or this Agreement further time-based charges may be incurred in handing over, returning data, or responding to enquiries. This would be charged at my normal hourly rate.
n. This is a business to business arrangement where no worker’s rights to statutory holiday apply between us and you. Our workers’ holiday is our responsibility. We shall keep records of our workers’ leave for inspection by HMRC or any other enforcing body.
o. I shall deduct and pay over to HMRC any tax and national insurance that may be required under any tax obligation imposed on me. If you are involved in a dispute with HMRC over who should be paying such tax, I will produce the relevant receipts and paperwork to help you reduce or resist the demand.
6. OWNERSHIP OF WORK/COPYRIGHT ASSIGNMENT
a. Rights in all Materials produced by me are and shall remain my absolute property. You and your Delegates may use Materials only for the specific events covered by Contract for the coaching sessions and training workshops and for Delegates' private use to support the learning from that event. You will ensure my copyright claim appears on all Materials and use your best endeavours to ensure that Delegates do not disclose or use the Materials without my permission for any other purpose.
b. If you want you or your Delegates to have additional rights to disclose or use Materials, you must ensure that appropriate provisions are added to the Contract. This will usually cost extra. No rights to use Materials whatsoever are granted unless and until fees and expenses and all other charges due have been fully paid by you.
c. You will indemnify me against all costs, expenses and damages if a claim is made against me that my use of Materials provided by you breaches any third party Rights.
d. I will use Materials that i have the rights to use. This may include third party material. You must ensure that my Rights and those of my third party suppliers are respected.
e. You may not adapt or use any Materials provided to you in fulfilment of the Contract for your own (or any other person’s) benefit or purposes. Please be clear: neither you nor your Delegates have the right to re-use any part of any Materials on any other occasion of training or coaching within your organisation, nor to disclose those Materials to individuals who were not Delegates on the event, nor to authorise any other person, firm or organisation (including your associated companies or firms and subsidiaries) to use those Materials. If you want to do any of these things, you need our written consent.
f. You may not photograph us, record us, or video us at your event unless this is agreed in the Booking. If recording is agreed, the content delivered by us that is captured by you or on your behalf will remain our absolute copyright and its use may be subject to a repeat fee or license fee.
g. When we are delivering at a conference where confidential material is not an issue, your Delegates and publicist may take photos and short videos for sharing on social media while the event is in progress, but these shall not be recombined by you (or your agents or associates) to form any product or record that publicises a future event, or is available to Delegates in any form, without our express consent.
h. If we agree to being photographed, recorded or filmed by you or your agents, you will promptly provide us with best quality copies of all material in editable format with the rights to use and edit them for our own purposes. You will ensure the proper transfer of rights from third parties to us to allow us to re-use that material without limit.
i. You may not use any Materials we have provided for other events, or replays, or for any other purpose, without our express consent.
j. If you wish us to submit slides or handouts in advance of the event, you must provide us with a schedule of deadlines and dates at the time of Booking. We cannot always accommodate sudden requests for submission of material.
7. POLICIES AND PROCEDURES
a. Resolving problems: If there is anything about your project that is not going as you want, or if you have any query or complaint, speak to us straight away. Once you have signed off work as complete, the work is complete and further changes will be charged separately.
b. Health and Safety: When working at our own premises, we are responsible for our own health and safety.
c. Working at Your Premises: We may from time to time work at Your Premises and be covered by your Health and Safety policy. If you wish us to provide PCS or other equipment this should be specified in the Contract, along with any safety factors including COVID-19 safety factors you wish us to comply with.
d. Access: I will normally need access to the venue the event is due to take place in at least one hour before the start time. Please make sure that I have the appropriate joining instructions, security clearance (where relevant) and a mobile number of someone on site who can reached at that time.
a. I will normally provide a Trainer biography, pictures, and copy identifying what we are doing for you.
b. If the Contract includes me promoting the event to your Delegates, or providing copy for your newsletter, blog or communications process, you must produce a schedule of key dates by which we shall have the material, and when you want material from me. While we want your event to succeed, it is not always possible to respond to short notice requests. We reserve the right not to respond to such requests if they are not made in accordance with an agreed schedule or in a timely fashion.
c. Any promotional material, pictures, biographies are licensed to you for use in promoting the event I am Contracted for. You may not use it for any other purpose unless expressly authorised.
d. Your information and our confidentiality: You may need to share Confidential Information with us. It may be business information or information about individuals (which is also covered in Clause 9 below). We will only use or disclose Confidential Information that you send us to perform the Services set out in the Booking or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you.
e. Documents and information: We will need to agree with you a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We do not agree to be liable for data that is not securely transmitted to us.
f. Passwords: Any passwords you give us are for our exclusive use. We will report any password changes required by site security and make sure you have up to date access. We will not share this access with any individual (including our associates). You will provide additional passwords and access if additional members of our team are authorised to use your systems.
g. Log-ins: Where you wish us to access systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique log in to your existing software platforms and systems.
h. Social media accounts: We will not set up any social media or email account or fan/group/web/ forum pages using our name or our brand name(s), or for people to respond to unless our Contract specifically says so.
i. Note that we may make and keep temporary backups to ensure continuity of service.
9. DATA PROTECTION AND GDPR
b. While Processing Personal Data in the provision of Services, we will be acting as ‘data processor’ for you, and you are the ‘data controller’.
c. We will process Delegate and Team Member Personal Data (“3rd Party Data”) on your behalf only in response to your written instructions (which may be in the Booking, Data Processing Form, or in separate email or document) except where we are required by law to do so.
d. We are subject to a duty of confidence (see Clause 8d, and Clause 3d (in relation to our associates)).
e. We will take appropriate measures to ensure the security of our Processing of your 3rd Party Data.
f. We will assist you in allowing 3rd parties to exercise any of their GDPR rights (including subject access). This will result in additional time-related charges (see Clause 5).
g. We will apply the security measures you set out in your written instructions for protecting and securing your data.
h. We will email you if we become aware of a Personal Data Breach. We will assist you in your investigations in establishing how this occurred. We will assist you, as you may reasonably require, in meeting your GDPR obligations in relation to the security of Processing, the notification of Personal Data Breaches and data protection impact assessments. This will result in additional time- related charges (see Clause 5).
i. On written request by you, we will delete or return all 3rd Party Data supplied by you or assembled by us in the course of delivering Services to you. This will result in additional time-related charges (see Clause 5).
j. Unless the Data Processing Form specifies otherwise, we will delete all 3rd Party Data from systems within our control within six weeks of the end of the Booking without returning copies to you; we will not remove data from systems you have given us access or log-ins to, since those systems will remain under your control and we would expect you to be removing our access to them after the end of our Contract.
k. If you wish us to store 3rd Party Data beyond the termination of the Booking and the six-week run on, you must specify this in the Data Processing Form. This will result in additional related charges (see Clause 5l).
l. You may audit and inspect how we handle your 3rd Party Data. We will provide you with whatever information you need to ensure that the data processing obligations under GDPR Article 28 are being met; this will result in additional time-related charges (see Clause 5).
m. We will tell you immediately if we believe we are asked to do something infringing the GDPR or other data protection law of the EU or a member state. We are not legal experts and it is up to you to take appropriate legal advice on how to comply with GDPR rules and regulations.
n. If you have instructed us to do something we believe is not within the law, we reserve the right to take advice from the Information Commissioner’s help line and to act in accordance with their indications or advice.
o. If you direct us to perform work that is counter to ICO indications or advice, we may seek a deposit from you against the likelihood of fines or other action being taken against us. We may specify such sum as we think is appropriate.
p. It is your responsibility at all times to specify suitably secure platforms and processes and to share data with us in a secure way.
10. RESTRICTION AND LIMITATION
a. Whilst working with me, you may be working with my associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients for a period after they work for you. If you genuinely want one of our team to work directly for you, we would consider releasing them from their contractual obligations for a suitable fee representing the all-in cost of locating, recruiting and training a substitute and our loss of profit during this period.
b. Force majeure: We will not be liable for failure to provide Services where it is not reasonably practicable to do so due to circumstances beyond our control. This will include where the Trainer is taken ill or has a family crisis in their immediate family. This will also include when the British Foreign Office advises nationals not to travel where the event is due to take place. We will do our best to suggest alternative arrangements, offer a suitably qualified substitute, create a virtual event or find alternative dates.
c. Indemnity: You will indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.
d. Limitation of liability: based on the level of insurance cover.
e. There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of Services or relating to the supply of products or Services.
f. We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
g. Our aggregate financial liability to you shall in no circumstances exceed the fees paid for the Services which gives rise to such liability.
h. Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.
a. Termination of a Booking shall not affect rights and obligations already accrued prior to termination, and shall not undermine the continued enforceability of the confidentiality and intellectual property obligations set out in these Terms.
12. DEFINITIONS AND LAW
a. In these Terms, the following words or phrases have the meaning set out in this clause.
"Contract" an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Contract Form or in a formal proposal.“Clause” a numbered clause of this Agreement.“Confidential Information” all information: that we discover because of or through our connection with you; and which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors). However, "Confidential Information" does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.“Data Processing Form” the Form completed by you setting out the framework of the processing of personal and other data required by the Contract."Delegate" means any individual invited to attend or attending an event comprised in Services, one of our programmes or given access to Materials, including your employees or other contractors. “including” the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given."Materials" means written, audio and visual materials used or produced in the course of or to support delivery of Services, including handouts, videos, questionnaires, games, case studies, explanatory material, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, trainer notes, reference material, prototypes.“Personal Data” information about identifiable living individuals.“Personal Data Breach” breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data.“Your Premises” are your offices or sites or any venue arranged by you. This also includes venues arranged by us on your instructions.“Processing” when applied to Personal Data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.“Rights” includes:intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and the right to apply for or register any such protection, and all rights relating to trade secrets and other unpublished information. "Services" the work to be supplied or the outcomes to be achieved by us, as set out in a Contract.“3rd Party Data” Personal Data about an individual other than you.“Team Member” any individual about whom information is shared with us as part of researching, organising, or delivering Services."Trainer" the individual delivering the training or other Services described in the Contract.“You” refers to the person, firm or organisation for whom Services will be performed by us.“I” and “me” refers to the person, firm or organisation agreeing to provide Services.
b. No waiver: If we or you delay or fail to enforce any term of the Contract or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
c. Severability: If any provision of the Contract or these Terms is unenforceable, words shall be struck out to the minimum extent necessary to make the provision enforceable and this shall not affect the enforceability of the other provisions of our contract.
d. Law and jurisdiction: All our contracts are governed by English law and subject to the exclusive jurisdiction of the English courts.