BUSINESS TO BUSINESS – TERMS AND CONDITIONS FOR SUPPLY OF SERVICES (PUBLIC SPEAKING COACHING PACKAGES)
The Buyer’s attention is particularly drawn to Clause 9
Seller Means Breakthrough Public Speaking of 61 Bridge Street, Kington, Herefordshire. HR5 3DJ, United Kingdom.
Buyer The person who buys or agrees to buy the Services from the Seller.
Conditions The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Price The price for the Services, which exclude VAT (Breakthrough Public Speaking is not currently registered for VAT).
Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trademarks, 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, and rights to claim priority from, 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.
Order The Buyer’s order for the supply of Services, as set out in the Buyer’s written acceptance of the Seller’s quotation OR in the Buyer’s purchase order form, OR the Buyer’s written acceptance of the Seller’s quotation, as the case may be.
Services The services supplied by the Seller to the Buyer as set out in the Order for the Public Speaking Coaching package.
Seller Materials Has the meaning set out in clause 6.1.4.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Services shall be deemed to be an offer by the Buyer to purchase Services from the Seller pursuant to these Conditions.
2.3 Commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
Pricing for each Public Speaking Coaching package is as follows:
Executive Public Speaking Coaching package:
The standard Price of the Executive Public Speaking Coaching package shall be £2,500, when paid in advance in full at time of booking. The price when paid in 6 monthly instalments is £449 per month.
Pro Public Speaking Coaching package:
The standard Price of the Pro Public Speaking Coaching package shall be £299 per month, for a minimum of 6 months.
Speakers’ Club Public Speaking Coaching package:
The standard Price of the Speakers’ Club Public Speaking Coaching package shall be £99 per month, for a minimum of 6 months.
All other services shall be the prices that are displayed on our website at the time of ordering.
- Payment and Interest
4.1 Payment for the Executive Public Speaking Coaching package can either be made in full at time of booking or in 6 monthly instalments, which must be paid in advance each month, at the prices stated in section 3.
Payment for the Pro Public Speaking Coaching package must be made each month in advance, at the price stated in section 3.
Payment for the Speakers’ Club Public Speaking Coaching package must be made each month in advance, at the price stated in section 3.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 4% per annum above the base lending rate of Barclays Bank from time to time. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
- Supply of Services
The Seller agrees:
5.1 To undertake and provide the Public Speaking Coaching package (the Services) in accordance with any brief and deadline agreed with the Buyer and;
5.2 To manage and carry out the Services in an expert and diligent manner and to provide her services to the best of her technical and creative skill and to be solely responsible for how the services are provided;
5.3 To the best of her ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the Buyer.
- Buyer’s obligations
6.1 The Buyer shall:
6.1.1 Ensure that the terms of the Order are complete and accurate;
6.1.2 Co-operate with the Seller in all matters relating to the Services;
6.1.3 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
6.1.4 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.
6.2 If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
6.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
6.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 6.2; and
6.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
7.1 The Seller hereby agrees that during the course of her engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Buyer and those of the Buyer’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), and accordingly the Seller hereby undertakes to and covenants with the Buyer that:
7.1.1 They shall not at any time during this Agreement or after the Termination Date use or procure the use of the name of the Buyer in connection with their own or any other name in any way calculated to suggest that they continue to be connected with the business of the Buyer or in any way hold themselves out as having such connection;
7.1.2 They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and
7.1.3 They shall not at any time (save as required by law) disclose or divulge to any person other than to officers or employees of the Buyer whose province it is to know the same any Confidential Information and she shall use her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
7.2 The restrictions set out in Clause 7 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Seller.
- Intellectual Property Rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
8.2 The Buyer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
8.3 All Seller Materials are the exclusive property of the Seller.
- Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1:
9.2.1 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £3,000.
9.3 This clause 9 shall survive termination of the Contract.
- Termination of Agreement
10.1 This Agreement will terminate on fulfilment of the Services.
10.2 In addition, either party shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of:
10.2.1 The other party being in material or persistent breach of any of the terms of this Agreement; or
10.2.2 The other party persistently and wilfully neglecting or becoming incapable for any reason of efficiently performing the Services or failing to remedy any default in providing the Services; or
10.2.3 The other party dying or becoming by reason of incapacity incapable of managing their affairs; or
10.2.4 The other party having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against him or her; or
10.2.5 The other party taking any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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.
10.2.6 There being a change of control of the other party; or
10.2.7 A party’s financial position deteriorates to such an extent that in the other party’s reasonable opinion that party’s capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy; or
10.2.8 A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute; or
and that party shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 10.2.1 to 10.2.8.
- Consequences of Termination
11.1 The Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Seller may submit an invoice, which shall be payable immediately on receipt;
11.2 The Buyer shall immediately return all of the Seller’s equipment.
11.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
11.4 The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
The Seller further warrants to the Buyer that they will:
12.1 Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer;
12.2 Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage to protect themselves against any liabilities arising out of this Agreement in respect of all and any contractors/employees they utilise to carry out the Services and shall produce, at the request of the Buyer, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Buyer.
- Data Protection and Data Processing
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the data controller and the Seller is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
- No Employment or Partnership
14.1 The Seller is an independent contractor and nothing in this Agreement shall render or be deemed to render the Seller an employee, worker or agent of the Buyer and the Seller shall not hold herself out as such. This Agreement does not create any mutuality of obligation between the Seller and the Buyer and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement.
14.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Seller shall be fully responsible for and shall indemnify the Buyer for and in respect of:
14.2.1 Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Seller shall further indemnify the Buyer against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Buyer in connection with or in consequence of any such liability, deduction, contribution, assessment other than where the latter arise out of the Buyer’s negligence or wilful default;
14.2.2 Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Seller arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Buyer.
14.3 The Buyer may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Seller.
14.4 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, 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.
15.1 Breakthrough Public Speaking prefers to receive communication via electronic methods, including, but not limited to, email and LinkedIn messages. Breakthrough Public Speaking shall agree to the means of communication to be used when sending notices or other communications to a party under or in connection with this agreement. This communication shall be in writing, addressed to that party in a format agreed with Breakthrough Public Speaking, at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or via electronic communication including, but not limited to, e-mail and LinkedIn messages.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
15.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Entire Agreement
16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Force Majeure
17.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
17.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
17.2.1 Strikes, lockouts or other industrial action;
17.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
17.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
17.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
17.2.5 Political interference with the normal operations.
- Assignment and Other Dealings
18.1 The Business may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
18.2 The Buyer shall not, without the prior written consent of the Seller, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.
- Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
21.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
- Law and Jurisdiction
22.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
22.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).