These are the Terms and Conditions (“Conditions”) on which I supply services and deliverables to you and shall apply to and be incorporated into the Supply of Services Agreement (“Contract”).

These Conditions tell you who I am, how I will provide services and deliverables to you, how you and I may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms [or require any changes], please contact us to discuss.

 

Any reference to “Consumers”, means an individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession. If you are in any doubt, please contact CATHERINE KNIBBS.

      Services

1.CATHERINE KNIBBS shall provide the Client (as defined in the Contract) with the services detailed in the Contract (Services).

2.CATHERINE KNIBBS shall use reasonable endeavours to provide the Services in all material respects with any agreed scope of work and as specified in the Contract and to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. If you are a Consumer, and CATHERINE KNIBBS cannot provide the Services by the performance date specified in the Contract, you may nominate a date on which you want us to provide the Services. If CATHERINE KNIBBS cannot provide the Services by the date you have nominated, you may cancel the agreement and a full refund be provided.   

3.CATHERINE KNIBBS reserves the right to change the dates of the training in exceptional circumstances by providing the Client with no less 2 days’ notice. The full Charges plus all costs incurred by CATHERINE KNIBBS will still be payable by the Client.

4.CATHERINE KNIBBS shall use her reasonable endeavours to provide up to date and accurate information in the supply of Services and Deliverables.

5.Client’s rights to make changes

6.No more than on one occasion can the Client re-schedule the dates when the Services are to be provided. Such re-scheduling will be at no extra charge, subject to payment of any expenses which have been incurred by CATHERINE KNIBBS and cannot be refunded, providing notice of the re-scheduling is provided to CATHERINE KNIBBS at least 14 days prior to commencement of provision of the Services.

7.Where the Client wishes to re-schedule on more than one occasion, CATHERINE KNIBBS shall have the right to refuse to re-schedule the Services and all remaining and unpaid Charges as set out in the Contract shall immediately become due and payable.

8.The Client may re-arrange the location of where the Services are to be delivered at no extra charge, subject to payment of any expenses which have been incurred by CATHERINE KNIBBS, providing notice of the relocation is given to CATHERINE KNIBBS at least 5 business days prior to the date when the Services are due to be provided.

9.The Client should contact CATHERINE KNIBBS to request to make a change to the Service.

When the Client can cancel the Contract

10.Unless otherwise provided in the Supply of Service Agreement, if the provision of Services and/or Deliverables is cancelled up to 30 days before the date of commencement of the supply (the date of commencement of the Services being the first day of the delivery of the Services) any payments made up-front will be non-refundable including but not limited to 50% of the total Charges and any unpaid expenses are due and payable. If the provision of Services is cancelled at least 14 days prior to the date of commencement of the supply of Services, 75% of the total charges will become due and payable and any unpaid expenses are due and payable. If the provision of Services is cancelled at less than 14 days prior to the date of commencement of the supply of Services, the full Charges for the Services will immediately become due and payable.

Charges

11.The Charges payable for the Services and Deliverables shall be as set out in the Supply of Services Agreement. Any Charges stated in the Contract exclude expenses and VAT, which CATHERINE KNIBBS shall add to invoices at the appropriate rate where applicable.

12.Unless otherwise provided in the Supply of Service Agreement, the Client shall pay CATHERINE KNIBBS 50% of the Charges for the Services upon entering into the Contract. Such payment is non-refundable. The remaining balance will be invoiced upon completion of delivery of the Services and payment is due within 14 days of receipt of invoice.

13.In default of payment of any invoices by 7 days or longer, CATHERINE KNIBBS reserves the right to charge interest on outstanding amounts. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is below 0%.

14.All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction or withholding.

Expenses

15.The Client shall pay CATHERINE KNIBBS’s expenses including but not limited to:

i.mileage for fuel allowance shall be at a rate of 45p per mile or such other rate as shall be agreed from time to time;

ii. travel expenses including train tickets and taxis for travel to and from training locations;

iii. Time travelling to coaching appointments calculated to the nearest hour at £50/hr; and

iv. cost in full of appropriate accommodation chosen by CATHERINE KNIBBS (including subsistence).

Such expenses shall be payable and arranged directly by the Client or invoiced by CATHERINE KNIBBS at cost and will be payable by the Client within 14 days of receipt of invoice.

Intellectual Property

16.As between the Client and CATHERINE KNIBBS, CATHERINE KNIBBS is the owner of all intellectual property rights including but not limited to copyright, trademarks, designs, know-how, trade secrets and all other rights subsisting in any documents, materials, video, webinars, audio recordings, slides, training materials and presentations, including but not limited to the Deliverables, provided, created or developed by CATHERINE KNIBBS prior to and/or in the provision of Services.

17.Where Deliverables, video, webinars, audio recordings, training materials, documents, slides and any other information is provided with to the Client and or delegates, these must not be shared with or forwarded onto another third party.

iv. The Client shall immediately notify CATHERINE KNIBBS in writing giving full particulars if it becomes aware of any actual, suspected or threatened infringement of CATHERINE KNIBBS’s intellectual property rights or becomes aware of any claim made or threatened that any Deliverable infringes the rights of any third party.

vii. Nothing in this Agreement shall constitute any representation or warranty that the exercise by the Client of rights granted under this agreement will not infringe the rights of any person.

viii. CATHERINE KNIBBS, being the sole author of the Deliverables, asserts its moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the work.


Deliverables

18.Where CATHERINE KNIBBS grants a licence in the Supply of Service Agreement of Deliverables (“the Licence”) the specific terms of the Licence are set out in the Supply of Service Agreement.

Recording

19.The Client will not permit any person to make any sound recording or video recordings of CATHERINE KNIBBS unless authorised by CATHERINE KNIBBS in writing.

Confidentiality

20.The Client shall keep in strict confidence all confidential information concerning CATHERINE KNIBBS’ business or her products and services which the Client may obtain and shall at the request of CATHERINE KNIBBS sign a confidentiality agreement.

21.Subject to clause 22, CATHERINE KNIBBS shall keep in strict confidence all confidential information concerning the Client’s business and its employees, clients, products and services which the CATHERINE KNIBBS may obtain during the provision of the Services and shall at the request of the Client sign a confidentiality agreement.

22.CATHERINE KNIBBS may disclose Confidential Information only to the extent required by law, by any governmental or other regulatory authority or by a court, this includes sensitive safeguarding information which would be shared with the appropriate authorities in the event of a safeguarding concern.

Client Obligations

23.The Client shall:

i.co-operate with CATHERINE KNIBBS in all matters relating to the Services; and

ii. adhere to applicable legislation at all times in the provision of the Services such as safeguarding legislation which includes but is not limited to: The Care Act 2014, Mental Health Act 1983, Mental Capacity Act 2005, Data Protection 1998 and 2018 Acts, The Safeguarding Vulnerable Groups Act 2006, Children and Social Work Act 2017, Disability Discrimination Act 1995, The Children Act 1989 and 2004, Human Rights Act 1998, The Education Act 2002, Equality Act 2019, Children and Family Act 2014, The United Nations Convention on the Rights of the Child 1992, Caldicott Principles, Immigration & Asylum Act 1999, Local Government Act 2000, Criminal Justice Act 2003, Protection of Freedoms Act 2012. Working Together to Safeguard Children Statutory Guidance 2018 and any relevant Ethical guidelines; and

iii. provide CATHERINE KNIBBS, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, data and other facilities as reasonably required by CATHERINE KNIBBS in the provision of the Services. This clause 23(iii) does not apply to Consumers; and

iv. provide and prepare an appropriate venue for the Services to be delivered if the Services are not to be delivered at the Client’s premises; and

v.comply with all applicable laws, including health and safety laws; and

vi. provide CATHERINE KNIBBS with the reasonably required equipment for the delivery of the Services for the duration of the delivery of the Services; and

vii. ensure that where the Services are to be delivered at the Client’s premises, it maintains sufficient public liability and professional indemnity insurance in place at all times; and

viii. inform CATHERINE KNIBBS of all health and safety rules and any other reasonable security requirements that apply at any of the premises where CATHERINE KNIBBS is undertaking the services; and

ix. pay CATHERINE KNIBBS in a timely manner and in accordance with the Contract; and

x.not use the Deliverables and any other materials provided by CATHERINE KNIBBS other than in accordance with CATHERINE KNIBBS’ written instructions or authorisation.

24.Advice and consultancy are provided as required and in good faith. No information will be knowingly wrongly conveyed.  

When CATHERINE KNIBBS can cancel the Contract

25.Without prejudice to any other rights or remedies which the parties may have, the Contract may be cancelled by CATHERINE KNIBBS:

i.immediately if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 3 days after being notified in writing to make such payment; or

ii. if the Client commits any breach of this agreement which is material and not capable of remedy, or which is capable of remedy but which is not remedied within 14 days of notice from CATHERINE KNIBBS to do so;

iii. immediately if the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or

iv. during the term of the Contract upon 7 days written notice for any reason providing a full refund of any amounts paid by the Client is made by CATHERINE KNIBBS.

26.In the event of failure to comply with these Conditions, CATHERINE KNIBBS reserves the right to cancel the Contract without a refund.

27.Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after cancellation or expiry of this agreement shall remain in full force and effect.

Force Majeure

28.You acknowledge that in some circumstances, there may be events beyond our reasonable control which result in the Services and Deliverables being cancelled, postponed, or altered. You also acknowledge that we are not responsible for the cancellation, postponement, or alteration of any experience for reasons beyond our reasonable control, including but without limitation, acts of God, the weather, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, non-performance by suppliers or subcontractors and interruption or failure of utility service. Our total liability for any claim whatsoever in connection with our “experiences” shall be limited to the purchase price paid for the Services.

29.Each party acknowledges that in entering into this agreement it does not rely on, and 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.

CATHERINE KNIBBS’s responsibility for loss or damage suffered by the Client

30.To the extent it is lawful to do so, all warranties, conditions and other terms implied by statute or common law are excluded from the Contract unless expressly stated otherwise.

31.If you are a Consumer, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. We only supply the Services to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

If you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, arising under or in connection with the Contract for:

(a)loss of profits;

(b)loss of sales or business;

(c)loss of agreements or contracts;

(d)loss of anticipated savings;

(e)loss of use or corruption of software, data or information;

(f)loss of or damage to goodwill; and

(g)indirect or consequential loss.

32.CATHERINE KNIBBS’ total liability in contract or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services and/or the Deliverables. 

33.CATHERINE KNIBBS do not exclude or limit in any way our liability to the Client where it would be unlawful to do so. This includes liability for death or personal injury caused by CATHERINE KNIBBS’s negligence or the negligence of CATHERINE KNIBBS’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Client’s legal rights in relation to the Services.

Indemnity

34.The Client shall indemnify CATHERINE KNIBBS all liabilities, costs, expenses, damages, and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with: (a) the Client’s exercise of its right granted under this agreement; (b) the Licensee's breach or negligent performance or non-performance of this agreement; and (c) the enforcement of this agreement. This clause 34 does not apply to Consumers.

Disclaimer

35.CATHERINE KNIBBS uses all reasonable endeavours to provide up to date and accurate information in the delivery of the Services and Deliverables. However, the Client acknowledges and agrees that the Services and/or the Deliverables are for informational purposes only and are not intended to constitute a definitive or complete statement of the law, on any subject nor is any part intended, for any specific situation, to: constitute legal advice; act as a substitute for professional legal advice; constitute medical advice (unless Services and/or the Deliverables relate to Functional Coaching); act as an endorsement of products (unless specified beforehand, or disclosed in the event Catherine Knibbs has a financial interest in the product). The Client recognises the Services and or Deliverables may also be the opinion of Catherine Knibbs, who will use all reasonable endeavours to make this known to the client where applicable.

Notice

36.Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the following email address hello@cathknibbs.co.uk.

37.Any notice shall be deemed to have been received, if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt when business hours resume. In this clause 39, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

38.This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Assignment, Sub-Licensing, and other dealings

39.The Client shall not assign, transfer, mortgage, charge, sub-license, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of CATHERINE KNIBBS.

Whole Agreement

40.The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

Third-Party Rights

41.Unless it expressly states otherwise the Contract does not give rise to any rights under the Contracts (Rights and Third Parties) Act 1999 to enforce any term of the Contract.

42.Each party will comply with all requirements of the legislation and regulatory requirements in force from time to time in the United Kingdom relating to the use of personal data and the privacy of electronic communications insofar as these requirements are applicable.

Governing Law & Jurisdiction 

43.The Contract shall be governed by and construed in accordance in all respects with English law and shall be subject to the exclusive jurisdiction of the English Courts.

44.This License 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.

Copyright © Catherine Knibbs 2020