EMERGENT CHANGE: TERMS AND CONDITIONS
In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:
“You/Your” means the person who purchases and/or receives the Service(s) from Us;
“Us/We/Our” means Adrian Frost trading as Emergent Change (and using the additional trading names of Emergent Coaching and Emergent Creativity), of 39 Bradway Road, Bradway S17 4QQ;
“Agreement” means the Agreement between Us and You which shall be deemed to incorporate these Terms and the terms on any individual Order;
“Services” means the coaching, training and consultancy services to be delivered by Us to You;
“Order” means the booking confirmation and Terms provided by Us and executed by You describing the Services requested by You and accepted by Us.
2. The Agreement
The Agreement shall be on these Terms, incorporating the terms on any Order, to the exclusion of all other terms and conditions. If any conflict arises between these Terms and the terms of the Order the terms of the Order shall prevail.
The Agreement will commence when You submit Your Order and shall terminate upon delivery of the Services or as otherwise detailed in accordance with these Terms.
3. The Service
We will provide coaching, training and consultancy services, on dates and at locations as are more specifically defined and confirmed in Your Order. All times, dates and prices are estimates only and may vary as a result of, without limit, the level of changes requested by You.
For the avoidance of doubt, unless otherwise provided in Your Order, and except as otherwise provided herein, You shall pay any additional charges which are incurred as a result of:
Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified herein.
We may extend or modify any delivery schedule or deadlines in the Agreement as may be required by any of the circumstances contemplated herein and We will use Our reasonable endeavours to notify You before any extra charges are incurred.
Any such additional charges will be at Our then current standard daily rate unless otherwise agreed.
You are responsible for:
5. Price and Payment
The price for the Services will be set out in the Order and will be subject to any applicable UK taxation, including where relevant, VAT.
Payment for One to Ones is required at the time of the appointment; payment for following sessions may be made in the same way or alternatively by monthly standing order.
Payment for Training and Consultancy Services will be required within 30 days of the date of Our invoice.
We require a none refundable deposit of 50% on all Training Courses booking, the balance being payable within 30 days of receipt of Our invoice.
Payment can be made by cash, cheque made payable to Adrian Frost or by standing order/BACS. Bank details will be made available on request. Once an Order has been accepted the cancellation terms contained below apply. Any queries relating to an invoice must be received within 7 days from the date on the invoice.
If payment is in arrears late payment charges will be levied on a daily basis at 8% above the then current Bank of England base lending rate.
All cancellation requests must be received and agreed in writing by Us.
The date on which the letter, fax or email is received by Us will be deemed as the date the request has been made.
7. Intellectual Property
Unless otherwise agreed and detailed on Your Order, all intellectual property rights and proprietary rights, including, but not limited to, copyright, design rights and know-how in or relating to any reports, or other materials (“Information”), provided to You by Us, shall remain Our sole property or that of Our Licensors. Information may only be used and/or reproduced solely within Your business and must contain a copyright notice in Our favour.
For the avoidance of doubt Our ownership of the aforementioned Information includes, without limit, the right to use examples of it for Our own promotional purposes.
8. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving party, or is otherwise properly received by a third party without obligation of confidentiality.
Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.
We will comply with the relevant Data Protection laws in storing and processing any personal information You provide to Us.
Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims.
Notwithstanding the above and save in the case of death or personal injury cause caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £1000 whichever is the lesser.
In respect of the Services, We shall not be liable for any loss or damage incurred as a result any act or omission of Yourselves, or Your employees, agents, representatives, 3rd party suppliers or any persons for which You are at the relevant time responsible, including without limitation, failure to adhere to any element of advice or recommendations communicated to the You, whether in writing or verbally, or failure to ensure that any form or document generated from the Service is appropriate and complete in all respects for the purpose to which the form or document is to be used. We will not be liable for any loss of any kind arising from Your use or inability to use the Service or from errors or deficiencies in any part of it whether caused by negligence or otherwise except as expressly provided herein.
10. Force Majeure
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement which will otherwise remain in full force and effect.
These terms shall remain in force until altered in writing and signed by both parties.
The failure by the Company at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
You may not assign this Agreement or any rights or obligations under it without Our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms of Business shall apply to any future instructions given by You to Us.
These terms and conditions shall be governed and construed in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.