Business Terms & Conditions
This Coaching Services Terms and Conditions ("Terms") shall govern the provision of Services (as defined below) and licensing of Training Materials (as defined below) as further described in an Order Form (as defined below) between 'emmamaslen' and inspir'em T/A inspir em LTD a company incorporated under the laws of England and Wales (Registered Company No.: 12206089) whose registered office is situated at Unit 4 Corum 2 Crown Way, Warmley, Bristol, England, BS30 8FJ (“Inspir’em”); and the Customer.
IN THE CASE OF B2C CUSTOMER (AS DEFINED BELOW), NOTHING IN THE AGREEMENT (AS DEFINED BELOW) SHALL LIMIT ANY RIGHTS WHICH CANNOT BE LAWFULLY LIMITED, INCLUDING WITHOUT LIMITATION, B2C CUSTOMER’S RIGHTS TO REFUND, REPLACEMENT, REPAIR AND/OR COMPENSATION WHERE GOODS ARE FAULTY OR NOT AS DESCRIBED PURSUANT TO THE CONSUMER RIGHTS ACT 2015.
BACKGROUND
Subject to the terms and conditions of the Agreement, Inspir’em wishes to provide the Services and license the Training Materials on a non-exclusive basis (as applicable) to the Customer, and the Customer wishes to procure the Services and use the Training Materials (as applicable) for its own internal business purposes or personal use.
1. DEFINITIONS
'Agreement’
means a legally binding agreement formed in accordance with Clause 2.1 and consisting of these Terms and the Order Form;
‘Applicable Laws’
means all applicable laws, statutes, regulations and codes including the Modern Slavery Act 2015, Criminal Finances Act 2017, Bribery Act 2010, anti-money laundering laws and Data Protection Laws from time to time in force;
'B2B Customer’
means a business customer procuring the Services and/or Training Materials under a business;
‘B2C Customer’
means a consumer customer procuring the Services and/or Training Materials under the capacity of a consumer;
‘Business Day’
means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
‘Coach’
means an Inspir em personnel (including any subcontractors) that will provide the Services to the Coachees;
‘Coachees’
has the meaning given in Clause 3.1;
‘Confidential Information’
means the terms and conditions of the Agreement, the charges and all information that a party receives from or on behalf of the other party that indicates or a reasonable person should assume that it is confidential or proprietary in nature;
‘Customer’
means the party set out in the Order Form procuring the Services and/or Training Materials from Inspir em;
‘Customer Trademark’
means the registered trademarks and trademark applications, and all unregistered trademarks and logos which the B2B Customer now or hereafter uses or authorises others to use to identify the B2B Customer’s business;
‘Data Protection Laws’
means the General Data Protection Regulation (Regulation (EU) 2016/679), together with any applicable implementing or supplementary legislation in the UK (including the UK Data Protection Act 2018) or any applicable member state of the EEA and Switzerland;
‘Data Subjects’
has the meaning given to it in Data Protection Laws;
‘Effective Date’
means the date when Inspir em accepts Customer’s Offer;
‘Expiry Date’ means the earlier of: (a) the expiry date set out in the Order Form, or (b) the date in which Inpir’em completes all services under the Agreement;
‘Feedback’
has the meaning given in Clause 7.2;
‘Insolvency Event’
means (a) taking any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; and/or
(b) suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business;
‘Inspir em IPR’
has the meaning given in Clause 7.1;
‘Intellectual Property Rights’
means copyright, patent rights, design rights, database rights, trademarks 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;
‘Personal Data’
has the meaning given to it in Data Protection Laws;
‘Postponement Fee’
has the meaning given in Clause 11.1;
‘Processing’
has the meaning given to it in Data Protection Laws;
‘Offer’
has the meaning given in Clause 2.1;
‘Order Form’
means a document which describes the Services and/or Training Materials to be provided by Inspir em to Customer, which forms a part of the Agreement;
‘Scheduled Maintenance’
has the meaning given in Clause 4.4;
‘Services’
means coaching and other services provided by Inspir em to the Customer as further described in the Order Form; and
‘Training Materials’
means Inspir em’ training materials licensed to the Customer pursuant to the Agreement and as further described in the Order Form.
1.1 - Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.
1.2 - A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 - The Schedules form part of the Agreement and shall have effect as if set out in full in the body of the Agreement. Any reference to the Agreement includes the Schedules.
1.4 - A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 - Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, and a reference to one gender shall include a reference to the other gender.
1.6 - The Agreement shall be binding on, and enure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.7 - A reference to a directive, regulation, statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 - A reference to writing or written includes email.
1.9 - Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 - 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.
2. TERM
2.1 - The Customer understands that any Services and/or Training Materials advertised on Inspir em’ website and other materials are invitation to treat only, which are not capable of acceptance by the Customer. The Customer may offer to procure the Services and/or Training Materials by submitting an Order From to Inspir em for acceptance (“Offer”). The Agreement shall be deemed formed only when Inspir em provides written confirmation that Inspir em accepts the Offer.
2.2 - The Agreement shall commence on the Effective Date and subject to Clause 11 shall continue until the Expiry Date. Unless otherwise stated in the Order Form, the provision of Services and/or access to Training Materials shall commence on the Effective Date.
3. SERVICES
3.1 - Subject to the Customer’s compliance with the terms and conditions of the Agreement and payment of applicable fees, Inspir em shall provide the Services specified in the Order Form. Unless otherwise agreed in writing, the Services shall be provided to: (a) the Customer; or (b) employees and contractors of the Customer only (“Coachees”). The Services shall be provided: (a) in a professional and workmanlike manner; (b) using reasonable care and skill; and (c) by appropriately qualified persons.
3.2 - The details of the Coach is set out in the information provided. Inspir em reserves the right to change the Coach allocated to Customer with another suitably qualified person. Inspir em may use any subcontractors to provide the Services. Inspir em shall remain solely liable for the acts and omissions of any subcontractors used for the provision of the Services.
3.3 - If the Services are to be provided on the Customer’s premises, Inspir em shall ensure that each Coach complies with the Customer’s policies (such as on-site health and safety, environment, diversity or security policies) as are brought to Inspir em’ attention prior to the commencement of such Services.
3.4 - As part of our engagement, we may make introductions which result in hiring Inspir em’s introductions and connections. Successful hires will be subject to a referral fee of £5,000 + VAT, which will be due at the end of the probation period for the employee or after 3 months, whichever comes sooner.
4. TRAINING MATERIAL
4.1 - Subject to Customer’s compliance with the terms and conditions of the Agreement and payment of applicable fees, Inspir em grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the license term to access and use the Training Materials in accordance with the Agreement.
4.2 - The Customer may not: (a) resell, assign, sublicense, lease, rent, novate, reproduce, distribute or otherwise transfer licenses to the Training Materials to any other third party; (b) use the Training Materials for any purpose beyond the scope of the license granted in the Agreement; (c) make or attempt to make any modification, alteration, copy, adaptation or create any derivative works to or of the Training Materials; (d) allow use of the Training Materials by persons other than Coachees; (e) use the Training Materials for which Inspir em has not received the applicable fees; (f) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Training Materials; or (g) access or use, or provide access and use of, the Training Materials in a manner that violates Applicable Law, infringes third party rights, or otherwise violates the terms and conditions of the Agreement.
4.3 - The Training Materials are licensed in accordance with the license scope (including units) as set out in the Order Form. For the avoidance of doubt, the Customer is not permitted to use the Training Materials in excess of the scope set out in the Order Form.
4.4 -Customer acknowledges and agrees that Inspir em may vary, upgrade or update the Training Materials from time to time. Notwithstanding anything to the contrary in the Agreement, Inspir em may suspend the availability of the Training Materials: (a) to undertake maintenance, testing and/or changes to the Training Materials (“Scheduled Maintenance”); and (b) due to technical failure of Inspir em’ infrastructure, to safeguard the security and integrity of Inspir em’ infrastructure, or if required by law.
5. CUSTOMER’S OBLIGATIONS
5.1 - The Customer shall: (a) in the case of B2B Customer, appoint a sponsor to act as the central point of contact for the Customer on behalf of the Coachees; (b) provide Inspir em with all reasonable assistance, information and access to the Customer’s premises (where applicable) as required by Inspir em for the proper performance of the Agreement; (c) use all reasonable security measures to prevent any unauthorised access to, or use of, Training Materials; and (d) promptly notify Inspir em of any unauthorised access or use of Inspir em’ Training Materials.
5.2 - If the Services are to be provided on Inspir em’ premises, the Customer shall ensure that each Coachee complies with Inspir em’ policies (such as on-site health and safety, environment, diversity or security policies) as are brought to the Customer’s attention from time to time.
6. CHARGES AND PAYMENT
6.1 - All payments shall be made upfront and are non-refundable for B2B Customers. Notwithstanding the foregoing, in the case of B2C Customer, the Customer may request for a refund within fourteen (14) days from (as applicable): (a) the Effective Date in the case of Services, provided the provision of Services has not commenced; and (b) when the Training Materials are made available to the Customer provided the Customer has not downloaded, streamed or otherwise used any content.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 - Inspir em retains all rights, title, and interests, including all Intellectual Property Rights, in and to Inspir em trademarks, Training Materials and documentations including all improvements, enhancements, modifications and derivative works thereof (“Inspir em IPR”). Inspir em reserves all rights in and to Inspir em IPR that are not expressly granted under the Agreement. Except as expressly stated in the Agreement, no license or right is granted directly or by implication, inducement, estoppel, or otherwise.
7.2 - The Customer may provide suggestions, enhancements or feature requests, or other feedback to Inspir em relevant to the Training Materials and/or Services (“Feedback”). Inspir em may use the Feedback without restriction and without paying any compensation to the Customer, and the Customer hereby irrevocably assigns to Inspir em all intellectual property rights in and to such Feedback. For the avoidance of doubt, there are no obligations on Inspir em to deliver the suggestions, enhancements or features requested by the Customer.
7.3 - In the case of B2B Customer, the Customer grants to Inspir em a non-exclusive, royalty-free, revocable license to use and display the Customer Trademarks solely for the purpose of using, marketing, and promoting the Services, Training Materials and Inspir em’ business. Furthermore, Inspir em shall have the right to include the Customer for reference purposes in Inspir em’ corporate communications and marketing materials.
7.4 - As a valued customer of Inspir em, we reserve the right as part of our engagement to use the customer’s logo on marketing materials for our website and collateral, along with any quote provided by the customer.
7.5 - Parties confirm that the parties have all the rights in relation to Inspir em IPR and Customer Trademark (as applicable) that are necessary to grant all the rights such party purports to grant under, and in accordance with, the terms of the Agreement.
8. WARRANTIES
8.1 - The parties warrant that each party has full right, power and authority to enter into and perform its obligations under the Agreement and have all licences, permits, authorisations, notices and consents necessary to in carrying out its obligations under the Agreement.
8.2 - Parties hereby warrant that the parties shall comply with all Applicable Laws. Either party shall notify the other party immediately if it becomes aware that Customer (or in case of B2B Customer, any of its personnel) has breached any Applicable Laws that are directly relevant to the Agreement.
9 LIMITATION OF LIABILITY
9.1 - NOTHING IN THE AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. IN THE CASE OF B2C CUSTOMER, NOTHING IN THE AGREEMENT SHALL LIMIT ANY RIGHTS WHICH CANNOT BE LAWFULLY LIMITED, INCLUDING WITHOUT LIMITATION, B2C CUSTOMER’S RIGHTS TO REFUND, REPLACEMENT, REPAIR AND/OR COMPENSATION WHERE GOODS ARE FAULTY OR NOT AS DESCRIBED PURSUANT TO THE CONSUMER RIGHTS ACT 2015.
9.2 - SUBJECT TO CLAUSE 9.1 UNDER NO CIRCUMSTANCES WILL Inspir em BE LIABLE: (A) FOR LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY; AND/OR (B) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, WHATSOEVER ARISING IN CONNECTION WITH THE AGREEMENT, HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
9.3 - SUBJECT TO CLAUSE 9.1, IN NO EVENT SHALL Inspir em’ AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE EXCEED ONE HUNDRED AND TWENTY-FIVE PERCENT (125%) OF THE AMOUNTS PAID BY CUSTOMER IN THE CALENDAR YEAR GIVING RISE TO THE CLAIM.
9.4 - IN THE CASE OF B2B CUSTOMER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Inspir em DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND QUALITY THAT ARE NOT SET OUT IN THE AGREEMENT.
10. DATA PROTECTION AND CONFIDENTIALITY
10.1 - Each party agrees to use no less than a reasonable degree of care to treat as confidential all Confidential Information of the other party and shall only use such Confidential Information to exercise its rights or to perform its obligations under the Agreement.
10.2 - In the case of B2B Customer, each party agrees that the content of the Services between Inspir em and Coachees shall remain confidential. Neither the Customer nor its employees shall be entitled to that information unless the Coachees agree to its disclosure.
10.3 - The duty of confidentiality shall not apply to Confidential Information that: (a) was rightfully in possession of the receiving party prior to receipt from the disclosing party; (b) is rightfully received from a third party without a duty of confidentiality; (c) is disclosed by receiving party with the disclosing party’s written consent; (d) is in the public domain through no fault of the receiving party; and/or (e) the receiving party is required to disclose by Applicable Law or court order. The obligations under Clauses 10.1 and 10.2 shall survive termination or expiration of the Agreement (howsoever arising) and shall continue until such time that the Confidential Information falls into the public domain through no fault of the receiving Party or five (5) years following termination, whichever is earlier.
10.4 - The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of Clause 10.1 and that either party may apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.
10.5 - The parties hereby agree that the parties shall comply with the Data Protection Laws when Processing any Personal Data under the Agreement and take appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data or its accidental loss, destruction or damage.
10.6 - In the case of B2B Customer, the Customer warrants that it has obtained all necessary consents (where applicable) and provided all necessary notifications to Data Subjects to share all Personal Data and information with Inspir em for the provision of Services and/or Training Materials under the Agreement.
11. TERMINATION
11.1 - In the case of B2B Customer, if the Customer is unable to make the times scheduled for the Services, the Customer must notify Inspir em at least seven (7) days prior to the Services delivery date. Should a postponement occur under seven (7) days, fifty percent (50%) of the fees will be payable for the postponed Services (“Postponement Fee”). The parties hereby agree that the Postponement Fee is a pre-determined amount of liquidated damages that Inspir em will suffer as a consequence of such postponement. Inspir em and the Customer shall mutually agree a new date for the delivery of the postponed Services.
11.2 - Either party may terminate the Agreement if the other party: (a) commits a material breach of the Agreement which is irremediable, or if such material breach is remediable and the breaching party fails to remedy the breach within thirty (30) days after being notified in writing to do so; and/or (b) suffers an Insolvency Event.
11.3 - Upon termination or expiration of the Agreement, the parties shall: (a) return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and (b) return all Confidential Information received or certify in writing that all such Confidential Information have been destroyed. Any obligation to return, destroy or permanently erase Confidential Information shall not apply to Confidential Information retained on archive and/or electronic back-up media from which cannot be readily isolated from other information and deleted.
11.4 - The following Clauses, together with any terms necessary for the interpretation or enforcement of the Agreement, will survive termination or expiration of the Agreement: 1 (Definitions), 7 (Intellectual Property Rights), 8 (Warranties), 9 (Limitation of Liability), 10 (Data Protection and Confidentiality), 11.5 (Termination – Consequence) and 13 (General).
12. NO SOLICITATION AND NO HIRE
12.1 - In the case of B2B Customer, the parties agree not to solicit (other than by general advertisement), or hire, any employee or Coach of the other on behalf of itself or another company during the term of the Agreement and for a period of six (6) months after the termination of the Agreement.
13. FORCE MAJEURE
13.1 - Neither party shall be in breach of the Agreement nor liable for delay in performing, or a failure to perform, any of its obligations under the Agreement (except for payment) if such delay or failure result from events, circumstances or causes beyond its reasonable control including fire, flood, earthquake, elements of nature, acts of God, pandemics, acts of war, terrorism, riots, civil disorders, rebellions and revolutions, strikes or lock-outs, suppliers undergoing an Insolvency, or third party service providers or suppliers (a “Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
13.2 - If the Force Majeure Event continues for a period greater than thirty (30) days, the non-affected party may terminate the Agreement for convenience by providing the other party with thirty (30) days prior written notice. For the avoidance of doubt, neither party shall have any liability to the other party if the Agreement is terminated under this Clause 12.2.
14. GENERAL
14.1 - The Agreement constitutes the entire agreement between the parties to the exclusion of all other terms and conditions (including those on any order acknowledgements, invoices, orders or the Customer’s purchase orders) and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. In the case of B2B Customer, each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in the Agreement. In the case of B2B Customer, each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
14.2 - If there are any inconsistencies between any of the provisions of these Terms and the provisions of the Order Form, the provisions of these Terms shall prevail.
14.3 - No variation or termination of the Agreement shall be effective unless it is in writing and signed by an authorised representative of each party.
14.4 - Neither party shall assign, transfer, charge or deal in any other manner with the Agreement or any of its rights under it, or purport to do any of the same without the other party’s prior written consent from an authorised representative.
14.5 - A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. A party that waives a right or remedy provided under the Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
14.6 - Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office for Inspir em and address set out in the Order Form for Customer. Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting. This Clause 14.6 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.7 - If any provision or part-provision of the 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 14.7 shall not affect the validity and enforceability of the rest of the Agreement.
14.8 - There is no relationship of agency, partnership, joint venture, co-ownership, employment or franchise between the parties. Nothing in the Agreement is intended to, or shall be deemed to constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.9 - Unless it is expressly stated otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
14.10 - The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
15. GOVERNING LAW AND JURISDICTION
15.1 - In the event of any dispute arising out of or in connection with the Agreement, the parties irrevocably agree 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 the Agreement.
15.2 - The 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.
