Terms and Conditions for Expanding Possibilities Services to Businesses
I am so pleased you have decided to use my services or resources - please read the following important terms and conditions before you commit to using them.
We are so happy that you have decided to sign up for our services. This agreement will apply to all the work we carry out for you and sets out:
• your legal rights and responsibilities;
• our legal rights and responsibilities; and
• certain key information required by law.
The intention is that it will bring clarity to our relationship and protect both of us so please let us know if there are any clauses that you do not understand or that contradict your understanding of our services.
BACKGROUND
We provide coaching, training and facilitation services to businesses (‘services’). Our services are not suitable for domestic tasks or consumers and therefore consumer protection legislation does not apply to this agreement.
You and we wish to enter into this agreement to set out the terms and conditions that will apply in respect of the services to be provided by us to you.
If you would like to speak to us about any aspect of this agreement, please contact us by email at ellen@ellendcoomber.com or +44 (0)7914 005356.
1 Introduction
1.1 If you use our services, you agree to be legally bound by this agreement from the date stated above, including the details of the services which are set out in the statement of services at the end or any additional services which may be set out in a written statement of services agreed between us in the future.
1.2 When using our services you also agree to be legally bound by our website terms of use and privacy policies.
2 Signing up for our services
2.1 This agreement between us will commence on the date stated above and will continue unless and until it expires or is terminated by either of us in accordance with clause 10.
2.2 The details of the services to be provided will be set out in a statement of services which you and we shall agree (either by signature or email confirmation).
2.3 Each statement of services is a separate contract incorporating the terms of this agreement.
2.4 Any quotation given by us before we confirm our services in a written statement of services is not a legally binding offer by us to supply such services. Any prices set out in a quotation remain valid for 28 days.
2.5 We shall only enter into a legally binding contract to provide specific services when a written statement of services has been agreed by you and us.
3 Carrying out the services
3.1 The services will be carried out with reasonable care and skill.
3.2 We shall use reasonable endeavours to carry out the services within the timescales specified in a statement of services but time of performance is not of the essence of this contract. This means where we miss a timescale agreed with you, as long as we have used reasonable endeavours to meet the timescale, this will not entitle you to terminate the contract with us or ask for a refund or any form of compensation.
3.3 All sessions (including rearranged sessions) must be taken within the timeframe specified in the statement of services or they will expire.
3.4 1-1 coaching sessions usually take place remotely via [skype] or any other means of communication agreed with you in advance. There may be an additional charge for face to face meetings.
3.5 Where a session or event is due to take place in person, I reserve the right to move that session or event online where circumstances make it necessary or preferable to do so.
3.6 In order to avoid confusion and the possibility of missed or delayed communications, our main forms of communication are limited to email and What’s App. Although we may respond to other forms of communication, we can only guarantee a timely response to these forms of communication.
3.7 Our carrying out of the services might be affected by events beyond our reasonable control. If so, there might be a delay before we can restart the services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances. We shall try to restart the services as soon as those events have been fixed. Examples of events which might be beyond our reasonable control include pandemics, epidemics, any law or action taken by a government or public authority, internet failure or other IT problems, if one of our team is ill, or if you change the scope of the services you require from us.
3.8 To the maximum extent permitted by law, we exclude any and all implied warranties in respect of the services, except as expressly set out in this agreement.
4 Your responsibilities
4.1 You will pay the price for the services as set out in the relevant statement of services.
4.2 You will provide us promptly with such information and assistance (and ensure that any information is complete and accurate) as we reasonably need to provide the services.
4.3 If you are in breach of this contract, we reserve the right to suspend or curtail the services as we see fit.
4.4 If the performance of our obligations under these terms is prevented or delayed by any of your acts or omissions, or those of your agents, subcontractors, consultants or employees, we shall not be liable for any costs or losses incurred by you that arise directly or indirectly from such prevention or delay.
4.5 You warrant that you have the right to disclose the confidential information and any materials to us and to authorise us to use it for the purpose of providing the services.
5 Prices and payment
5.1 All prices quoted are exclusive of VAT where applicable.
5.2 The price for the services is set out in the relevant statement of services.
5.3 The fees are non-refundable except, where we cancel the services (other than under 10.3 below), you are entitled to a partial refund for services which you have paid for in advance and which you have not received.
5.4 We shall be entitled to charge to you any sums reasonably incurred by us in recovering outstanding sums from you including professional and collection agency fees.
6 Intellectual property
6.1 In this agreement, ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trade 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 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 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.
6.2 In this clause ‘Deliverables’ means any bespoke documents or other materials produced by us for you and to be supplied to you as part of the services as set out in a statement of services.
6.3 If we provide you with any materials [other than the Deliverables] during the services, whether digital or printed, any Intellectual Property Rights in those materials belongs to us and unless we agree otherwise you can only use those materials for your own internal business purposes to obtain the benefit of our services. You may not use such materials for any other purpose and you may not share them with third parties.
6.4 Provided we have received payment in full for our fees, we shall grant you a perpetual (save in the event of a breach by you of the terms of this contract) royalty free licence to use the Deliverables for your own internal business purposes.
7 Confidential Information
7.1 For the purpose of these terms, confidential information means any information one party supplies to the other which it reasonably expects to be kept confidential including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.
7.2 Each party shall keep the confidential information disclosed to it confidential and, except for the purposes of providing the services, or with the other party’s prior written consent, shall not:
7.2.1 use or exploit the confidential information in any way; or
7.2.2 disclose or make available confidential information in whole or in part to any third party.
7.3 The obligations in 7.2 will not apply to confidential information which:
7.3.1 has ceased to be confidential through no fault of the other party;
7.3.2 was already in the possession of the recipient before being disclosed by the other party;
7.3.3 has been lawfully received from a third party who did not acquire it in confidence; or
7.3.4 is required to be disclosed by law.
7.4 Neither of us shall use the other party’s confidential information for any purpose other than to perform our obligations under this contract.
8 Personal Data and Data Processing
8.1 In this clause:
8.1.1 Data Protection Legislation means: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
8.1.2 UK Data Protection Legislation means: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.
8.1.3 ‘Personal Data’, ‘Data Subject’, ‘Data Processor’ and ‘Data Controller’ shall bear the defined meanings allocated to them in Data Protection Legislation; and
8.1.4 ‘Client Personal Data’ shall mean all Personal Data comprised in all documents, information and materials provided by you to us relating to the services.
8.2 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Data Protection Legislation and regulatory requirements as defined in clause 8.1 in force from time to time relating to the use of personal data and the privacy of electronic communications (for so long as and to the extent that they apply to each party).
9 Resolving problems
9.1 In the unlikely event that there is a problem with the services, please contact us as soon as possible and give us a reasonable opportunity to sort out any problems with you and reach a positive outcome.
9.2 The terms of this contract will apply to any re-performed services.
10 End of the contract
10.1 If a services description specifies a length of time for services to be provided, then subject to clause 10.3 below, the services will terminate at the end of that timeframe.
10.2 If we provide services to you on an ongoing basis and the relevant statement of services does not specify a timeframe then either you or we may terminate the services by one month’s written notice to each other.
10.3 Either you or we may terminate the services and this agreement immediately if:
10.3.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
10.3.2 the other party commits any other material breach of this agreement and, in the case of a breach capable of being resolved, the breach is not resolved within 30 days of a written request to do so. The written request must expressly refer to this clause and state that the contract for services and this agreement will be terminated if the breach is not resolved; or
10.3.3 the other party commits or threatens to commit or is threatened with any act of insolvency under the Insolvency Act 1986.
10.4 If this agreement is ended it will not affect our right to receive any money which you owe to us under it and it will not operate to affect any provisions that expressly or by implication survive termination.
11 Limit on our responsibility to you
11.1 Nothing in this agreement shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit; loss of sales or business; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss arising under or in connection with any contract between us; and
11.2.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for our services which gave rise to the loss.
11.3 This limitation on liability is an integral part of the commercial bargain between you and us and was a controlling factor in the setting of the fees payable to us under these terms.
12 Disputes
12.1 We shall try to resolve any disputes with you quickly and efficiently.
12.2 If we cannot resolve a dispute using our internal complaint handling procedure and either of us want to take court proceedings, the courts of England and Wales will have exclusive jurisdiction in relation to any contract entered into pursuant to this agreement.
12.3 The laws of England and Wales will apply to any contract entered into pursuant to this agreement.
13 Non-disparagement
13.1 If there is a dispute between us, you agree not to make any negative or critical comments about our services publicly, or to communicate with any other individual, company or entity in a way that disparages the services or harms our reputation in any way, including on social media.
14 General
14.1 Amending the agreement. No variation of this agreement shall be valid or effective unless it is in writing and is agreed to by us.
14.2 This is our entire agreement with you. This agreement constitutes the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in this agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.