a. These Terms form part of the contract made between you and us, with details set out in a Booking.
b. Definitions applying in these Terms are set out in Clause 12(“Definitions and Law” at the end of these Terms).
c. Our contract with you consists of the Booking agreed by you, these Terms of Business, and the associated data processing agreements we have entered into with you. Only those items from proposal documents that are specifically incorporated into an agreed Booking become contractual terms.
d. You can confirm our Booking by emailing to accept, or by asking us to start work. No-one can process Personal Data for you (if that is applicable) until you have given written data processing instructions. Complete the Data Processing Form with this Agreement or use your own.
a. The scope and timetable for work to be undertaken is set out in the Booking. We can agree to alter a Booking by issuing a revised Booking or by an exchange of emails.
b. The fee is set out in the Booking. 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 Booking.
d. Unless otherwise specified in the Booking, all equipment and facilities needed to deliver the training, including room hire, equipment hire, licenses and rentals for third party Materials, will be organised and provided by you at your expense.
e. For virtual events, ensure that Delegates have access to suitable IT equipment and internet connection speeds to connect to virtual services, including suitable laptop, PC, tablet or device with speakers and microphone or headset. Also make sure that they have suitable rights to open the software that will be used for the training.
3. BASIS OF AGREEMENT
a. Services are provided on a ‘business-to-business’ basis. If you are using us for something personal (that is, as a consumer rather than related to your business), please email us without delay. Any special cancellation rights you may have as a consumer will not override your obligation to pay for work done in line with a Booking.
b. Authority: The client contact named in the Booking will be our main contact and has the authority to agree payments and tell us what work to do. We will not order any goods or services on your behalf unless that person authorises it.
c. The Booking identifies the Trainer(s).
d. Associates: We may propose the use of associates if we think it is appropriate to your requirements. We will tell you by email who we intend to use. You will have the right to reject associates on reasonable grounds. Where our associates need access to your online systems, we will ask you to provide individual log-ins so you can track and secure their use. We contract with our associates in writing to provide appropriate levels of security and confidentiality in line with our service to you. Where they access Personal Data about living individuals we 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 Booking.
f. Insurance: If we carry professional indemnity insurance, we set out the level of cover in the Booking. If that field is blank, that means we are not currently insured. If you wish us to take out insurance or additional insurance, we are happy to do so if you agree to pay the extra cost. Usually this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.
4. TIMING AND STANDARD OF PROVISION OF SERVICES
a. We will use our reasonable endeavours to deliver Services according to timetables described in the Booking. 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, we reserve the right to reschedule Services, and you will pay all cancellation and rebooking costs.
b. If the Booking provides for staged fees or deposits, late payment will result in a late start on the work which may lead to us rescheduling Services.
c. We 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, we will do our best to accommodate you but we may not be able to provide the quality of delegate experience originally specified.
d. Our Trainers will normally attend the event up to an hour before their session was due to start and no more than an hour after they were due to finish, unless otherwise agreed in the Booking form. The Trainer may not be able to accommodate staying later if the event overruns.
e. Our aim is to respond accurately to your business requirements, and to reflect that in our Booking. We will be an active partner towards your desired project outcome, but those achievements will also require commitment from you and/or your Delegates. We cannot guarantee particular results, although we can assure you of our commitment to successful completion of our project offer.
f. We reserve the right to require a Delegate to leave a training course if their behaviour is inappropriate, disruptive, or detrimental to the learning opportunity for other Delegate(s).
a. Fees are chargeable in accordance with the Booking. Where applicable, VAT/sales tax is charged at the appropriate rate. Expenses are charged as described in the Booking.
b. Where a day rate is specified it is on the basis of a 7-hour day. Our normal hourly rate will be 1/7th of the day rate unless separately specified in the Booking.
c. Additional work outside the scope of the original Booking will be charged at our normal hourly rates unless otherwise agreed in a Booking.
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 we have booked meetings or workshops with you within a Booking, we have committed that time to you and may well have rejected other fee-paying work for that slot. We 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 Booking, you may postpone by up to four weeks booked sessions and workshops to alternative available dates in our diary without additional charge (except that we may recharge unrecoverable expenses that have been incurred), provided the rebooking is done no less than two weeks prior to the original start of the event.
g. For sessions and workshops which are not rescheduled in accordance with the previous paragraph, we may treat this as a cancellation and charge the full fee.
h. If a booked trainer is unable to provide Services on an arranged date, we reserve the right to substitute another suitably qualified person. If we are unable to find a suitable substitute, we shall offer an alternative date for delivery to be agreed with you, and in this case no fees shall be payable for the original date. We shall not be liable for your out-of-pocket or other costs, expenses or losses that might arise from our alterations.
i. When a Booking is 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.
j. If you do not pay by the due dates, we may reschedule further work until payment is made. Non-payment may delay work even if you have accepted the terms and asked us to start. “Payment” means when cleared funds appear in our bank account.
k. Unless otherwise specified in the Booking, invoices should be paid in pounds sterling in England and are due within seven calendar days from the invoice date. Payments must be made nett of transaction and currency fees. We may levy additional charges for PayPal, credit card payments, other specific payment methods – see Booking.
l. We reserve the right to charge interest on overdue amounts at the rate set out in the Booking, or where the Booking does not specify at the rate of 2.22% per month (equivalent to unauthorised overdraft rate from the bank). Your subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.
m. We will charge for any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external body’s legal requirements to disclose information or submit to audit.
n. Upon termination of a Booking or this Agreement, further time-based charges may be incurred in handing over, returning, data, or responding to enquiries.
o. 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.
p. We shall deduct and pay over to HMRC any tax and national insurance that may be required under any tax obligation imposed on us. If you are involved in a dispute with HMRC over who should be paying such tax, we will produce copies of relevant receipts and paperwork if requested, to help you reduce or resist the demand.
6. OWNERSHIP OF WORK/COPYRIGHT ASSIGNMENT
a. Rights in all Materials produced by us are and shall remain our absolute property. You and your Delegates may use those Materials only for the specific events covered by the Booking and for Delegates’ private use to support the learning from that event. You will ensure our copyright claim appears on all Materials and use your best endeavours to ensure that Delegates do not disclose or use the Materials without our 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 Booking. 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 us against all costs, expenses and damages if a claim is made against us that our use of data or information provided by you for inclusion in Materials breaches any third party Rights. Rights in data and information provided by you for inclusion in Materials remain with you.
d. We will use Materials that we have the rights to use. This may include third party material. You will ensure that our Rights and those of our third party suppliers are respected.
e. You may not adapt or use any Materials provided to you in fulfilment of a Booking 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 are separately chargeable.
b. Health and Safety: When working at our premises, we are responsible for our health and safety.
c. Working at Your Premises: We may from time to time work at Your Premises, when your Health and Safety policy will apply. If you wish us to provide pcs or other equipment this should be specified in the Booking, along with any safety factors you wish us to comply with.
d. Access: We 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 we have the appropriate joining instructions, security clearance (where relevant) and a mobile number of someone on site who can reached at that time.
e. Processing Personal Data outside the EU/EEA: Where we are outside the EU/EEA and working in a country that has not had an adequacy decision for personal data standards, the Non-EU/EEA Model Clauses will apply.
f. Any further requirements must be specified in the Booking.
a. We will normally provide Trainer biographies, pictures, and copy identifying what we are doing for you.
b. If the Booking includes us 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 us. 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 we are Booked 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. We will keep information in line with our Data Retention Policy.
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 other team members 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 your name or your brand name(s), or for people to respond to unless your Booking explicitly says so.
i. Note that we may make and keep temporary backups to ensure continuity of service.
b. When you want us to access or use Personal Data about someone other than you (3rd Party Data), you must complete and sign the appropriate Data Processing Form and send a copy by email from your usual business address.
c. While processing Personal Data in the provision of Services, we will be acting as ‘data processor’ for you, and you are the ‘data controller’.
d. We will process personal 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 separate email) except where we are required by law to do so.
e. We are subject to a duty of confidence (see Clause 8.a, and Clause 3.d for our associates).
f. We will take appropriate measures to ensure the security of our processing of your 3rd Party Data.
g. 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).
h. We will apply the security measures you set out in the Data Processing Form for protecting and securing your data.
i. 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 help you, as you may reasonably require, in meeting your GDPR obligations concerning 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).
j. 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).
k. 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 to which you have given us access or log-ins since those systems will remain under your control and we would expect you to be withdrawing our access to them after the end of a Booking.
l. If you wish us to store 3rd party information beyond the termination of the Booking, you must specify this in the Data Processing Form. This will result in additional related charges (see Clause 5.n).
m. You may audit and inspect how we handle your 3rd Party Data. We will provide you with whatever information you require to ensure that the data processing obligations under GDPR Article 28 are met; this will result in additional time-related charges (see Clause 5).
n. 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.
o. If you have instructed us to do something we believe is not within the law, we may take advice from the Information Commissioner’s helpline and reserve the right to act according to their indications or advice.
p. 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.
q. 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. While working with us, you may be working with our associates and employees. They are all under contractual terms that prohibit them from working directly for our clients. If you 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: Our fee rates are determined on the basis of the limits of liability set out in these Terms. Before contracting for work to be done, you may request that we agree to a higher limit of liability (provided we can obtain insurance cover) in which case we may adjust our fee rates or make an additional charge.
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.
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 gave 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. Either party may end an Agreement by giving one month’s notice in writing. Notice shall be given by email to the address used on the most recent Booking unless either party has notified a new email address.
b. Termination of a Booking or this Agreement shall not affect rights and obligations already accrued before termination, and shall not undermine the continued enforceability of the confidentiality and intellectual property obligations set out in these Terms.
c. We may charge for any work done after termination of a Booking or this agreement at the appropriate hourly rate or pro rata to our day rate. Chargeable work will include responding to emails, returning information, finding information, or any other action taken as a result of an email or telephone call from you or the workgroup normally assigned to give instructions to us. If you wish to avoid this, please remove us from all email groups and email correspondence and make no further requests for action or information. Termination of this agreement will not invalidate such charges nor the due payment date for our invoices.
a. In these Terms, the following words or phrases have the meaning set out in this clause.
“Booking” an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Booking Form or ina 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 Booking.
“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.
“Non-EU/EEA Model Clauses” the document with this title.
“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.
“Project Agreement” the agreement comprised in a Booking, these Terms, the Data Processing Form (if applicable) and other documents referred to there as forming part of the agreement between you and us.
- 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 Booking.
“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 Booking.
“You” refers to the person, firm or organisation for whom we will perform Services.
“We” and “us” refers to the person, firm or organisation agreeing to provide Services.