1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply services to you. These terms cover the supply of education, training and coaching services that we provide to you and any other services that we agree to provide to you from time to time whether these be services or digital content (“Services”).
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Services to you, how you and we 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, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are LEADERSHIP UNFOLDED LIMITED a company registered in England and Wales. Our company registration number is 09871982 and our registered office is at 3rd Floor, 207 Regent Street, London W1B 3HH.
2.2 How to contact us. You can contact us by telephoning [NAME] at [NUMBER] or by writing to us by email at email@example.com or by post to Leadership Unfolded Limited 3rd Floor, 207 Regent Street, London W1B 3HH How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.3 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we write to you to accept it, at which point a contract will come into existence between us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Services. This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Services.
4. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the Services, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Services, their timing or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. No change requested by you is valid unless agreed by us in writing.
5. OUR RIGHTS TO MAKE CHANGES
5.1 Minor changes to the Services. We may change the Services:
(a) to reflect changes in relevant laws and regulatory requirements;
(b) to substitute the person providing the Services to you;
(c) to implement minor technical adjustments and improvements.
These changes will not affect your use of the Services.
5.2 More significant changes to the Services and these terms. In addition, we may make more significant changes to these terms or the Services, but if we do so we will notify you and you may then contact us to end the contract and receive a full refund for the Services that have not been received before the changes take effect.
5.3 Updates to digital content. We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
6. YOUR RIGHT TO CHANGE YOUR MIND
6.1 If you are a consumer you are able to change your mind. The rights in this clause 6 only apply if you enter into a contract with us as a consumer. A consumer is someone who contracts for our Services wholly or mainly outside their trade, business, craft or profession.
6.2 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
(a) If you are a consumer, and you have purchased Services, you have 14 days to change your mind, starting from the day after we notified you that we have accepted your order. However, once we have completed the Services you cannot change your mind, even if the cancellation period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind. If you have accessed materials relating to a part of the Services or a coaching session prior to the coaching session you are deemed to have used that part of the Services or coaching session.
(b) If you are a consumer, and you have purchased digital content for download or streaming, you have 14 days to change your mind, starting from the day after we notified you that we have accepted your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.
6.3 When you don’t have the right to change your mind. As a consumer, you do not have a right to change your mind in respect of Services once these have been completed, even if the cancellation period referred to in clause 6.2 is still running.
6.4 Tell us you want to end the contract. As a consumer, to end the contract with us under this clause 6 please let us know by doing one of the following:
(a) Email. Email us at firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) Online. Complete the form on our website.
(c) By post. Print off the form and post it to us at the address on the form. Or simply write to us at that address, including the information required in the form.
6.5 How we will refund you. If you are a consumer and have changed your mind and notified us in accordance with clause 6.2, we will refund the price you paid for the Services however, we may deduct from the refund an amount for the supply of the Services for the period for which they were supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
6.6 When your refund will be made. We will make any refunds due to consumers within a reasonable period. If you are exercising your right to change your mind then, your refund will be made within 14 days of your telling us you have changed your mind.
7. PROVIDING THE SERVICES
7.1 When we will provide the Services. We will supply the Services to you at the times stated in the order or as otherwise agreed in writing.
(a) Where we have entered into a contract with you for ongoing Services or a subscription to receive digital content, we will supply the Services or digital content to you until either the Services are completed or the subscription expires (if applicable) or until you end the contract for the Services as described in clause 6 or clause 10 or we end the contract by written notice to you as described in clause 11.
(b) If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.
7.2 Scope of the Services. The Services will be provided in accordance with the relevant Services description as set out on our website or in our brochure. We may make changes to the Services descriptions as described in clause 5. We will provide our Services with reasonable care and skill but because of the nature of the Services, the results from the Services are not guaranteed. The benefits and results of the Services depend upon the engagement of the person receiving the Services and how they choose to use the Services. We do not act as legal advisers, psychotherapists or business managers. Where psychometric tests are required to perform the Services we will notify you in the applicable Services description and you will be responsible for paying the costs of the tests. We may recommend that psychometric tests are taken as the Services progress to assist us in delivering the Services. These tests are subject to an additional charge but we will discuss this with you and agree the charges in advance.
7.3 Your responsibility for your welfare and the welfare of your employees and representatives. You (and where applicable your employees and representatives) agree to be mindful of your/his/her own wellbeing during the Services and seek medical treatment (including, but not limited to psychotherapy), if needed. We do not provide medical, therapy, or psychotherapy services. We are not responsible for any decisions made by you, your employees or representatives as a result of the Services and any consequences thereof. If, in our professional opinion you, your employee or your representative requires psychotherapy rather than the Services, we may advise you (and where applicable, them) to consult a psychotherapist and suspend the Services, in which case, the provisions of clause 11 will apply.
7.4 When we provide Services to your employees or representatives. Where we provide our Services to your employees or other persons at your request you agree that they have consented to us sharing the content and outcome of the Services and the results of any psychometric tests and other testing with you. We are not under any obligation to provide Services to any person who does not provide the relevant consents.
7.5 Your conduct during the provision of the Services. To the extent that you, your employees or representatives interact with our staff and/or our other clients, you agree at all times to behave (and that your employees and representatives will behave) professionally, courteously, and respectfully with staff and clients. You agree to abide by any course rules/regulations notified to you by us from time to time. The failure to abide by course rules shall be cause for termination of this contract and the provisions of clause 11 will apply.
7.6 We are not responsible for delays outside our control. If our performance of the Services is affected by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Services you have paid for but not received.
7.7 If you do not allow us access to provide Services. If you have asked us to provide the Services to you at your property or third party premises and you do not allow us access to your property or we are prevented from accessing third party premises as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property/third party premises we may end the contract and clause 11.1 will apply.
7.8 What will happen if you do not provide required information to us? As we informed you in the description of the Services in our brochure or on our website, we will need certain information from you so that we can provide the Services to you. We will contact you in writing to ask for this information. If you do not, within a reasonable time of us asking for it, provide us with this information, or you provide us with incomplete or incorrect information, we may either end the contract (see clause 11.1) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for providing the Services late or not providing any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.9 Reasons we may suspend the Services. We may have to suspend the Services to:
(a) deal with technical problems or make minor technical changes;
(b) update the Services to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the Services as requested by you or notified by us to you (see clause 5).
7.10 Your rights if we suspend the Services. We will contact you in advance to tell you we will be suspending the Services, unless the problem is urgent or an emergency. If we have to suspend the Services for longer than 30 days in any 90 day period we will adjust the price so that you do not pay for Services while they are suspended. You may contact us to end the contract if we suspend the Services, or tell you we are going to suspend them, in each case for a continuous period of more than 60 days and we have not been able to reschedule the Services at a time convenient to you within a period of 90 days from the date of the original date for the Services. If you end the contract under this clause 7.10 we will refund any sums you have paid in advance for Services not provided to you.
7.11 We may also suspend the Services if you do not pay. If you do not pay us for the Services when you are supposed to (see clause 13.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice (see clause 13.6). We will not charge you for the Services during the period for which they are suspended. As well as suspending the Services we can also charge you interest on your overdue payments (see clause 13.5).
7.12 If you arrive late for the Services. If you arrive late for the Services, whether online, by telephone or in person the Services will still end at the scheduled time and you will be charged for the full period. If the reason you could not access the Services was our fault, we will try and extend the period of the full scheduled period, but if we are not able to do so we will only charge you the time that we spent with you. This will apply where you have not been able to access the Services because of some technical fault in the device, hardware, operating systems or software that you use to access the Services that is not within our control.
7.13 If you cancel or miss all or part of the Services. The following provisions apply if you or your employees or representatives miss a time for the Services to be provided or cancel or postpone the Services:
(a) 100% of the agreed fee (plus all expenses incurred) is payable by you if the Services are missed, cancelled or postponed 30 days or less before the scheduled date;
(b) all travel or other expenses that have already been incurred (eg. advance train tickets purchased) are payable by you if the Services are missed, cancelled or postponed;
(c) if any Services are re-arranged by agreement in writing and take place not later than 30 days after the original date for the Services, the cancellation or postponement charges in clause 7.13(a) do not apply but any expenses incurred in connection with the cancelled Services will be charged in accordance with clause 7.13(b).
We may also suspend the Services if you do not pay. If you do not pay us for the Services when you are supposed to (see clause 13.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Services until you make full payment in cleared funds.
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIALS
8.1 Recordings of Services and use of your name, voice and image. You, your employees and representatives consent to recordings being made of courses and the Services. We reserve the right to use, at our sole discretion, course materials, videos and audio recordings of courses, and materials submitted by you in the context of the course(s) and the Services for future lecture, teaching, and marketing materials, and other goods/services provided by us, without compensation to you, your employees or representatives. All Intellectual Property Rights (as defined in clause 8.3) in the recordings and materials created shall belong to us. You consent on your own behalf (and where applicable on behalf of any employees or representatives) to your (and their) name, voice, and likeness being used by us for future lecture, teaching, and marketing materials, and further other goods/services provided by us.
8.2 Ownership of Intellectual Property Rights. As between you and us, all Intellectual Property Rights (as defined in clause 8.3) and all other rights in the Services, the Deliverables (as defined in clause 8.3) and any materials or software used or created or supplied to you in connection with the provision of the Services shall be owned by us. We license all such rights to you on a single user non-exclusive basis for personal use by you as the recipient of our Services, to such extent as is necessary to enable you to make reasonable personal use of the Services. This license is personal to you and is not transferrable to any other person. You are not permitted to use our Intellectual Property Rights or any materials supplied to you or created in connection with the Services for any commercial or business use or for the commercial benefit of a third party. All rights to use our materials are terminated on completion of the Services but
(a) where you have received Deliverables, the right to use such Deliverables under this clause 8.2 shall continue; and
(b) where additional rights to use materials for additional periods are specifically granted in the Service description, such rights continue for the periods so specified
provided you have paid all fees and charges relating to the Services to us in full and cleared funds and continue to comply with your obligations to us under the contract in connection with such use. No licence to sell or distribute our Intellectual Property Rights is granted or implied.
8.3 For the purposes of clause 8 the following definitions will apply
(a) “Intellectual Property Rights” mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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;
(b) “Deliverables” means all documents and reports created by us specific to you and the Services provided to you but does not include software or online services and content.
9.1 The materials know-how and our method of working that we use to supply our Services to you, your employees and representatives are our confidential information and you agree that you will not, and your employees and representatives will not, disclose this information to any person. You further agree that you, your employees and representatives, will not disclose any other confidential information concerning our business or its Services which you, your employees or representatives may obtain, except as permitted by clause 9.2.
9.2 You may disclose our confidential information:
(a) to your employees, officers, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with this contract. You will ensure that your employees, officers, representatives or advisers to whom you disclose our confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 You agree not to use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with the contract.
9.4 We (and our coaches) maintain professional coaching credentials with recognised bodies. Under the terms of those accreditations we (and our coaches) may be required to maintain a log of coaching hours and the contact details of our clients, so that these may be verified by the relevant professional body. You agree that we (and our coaches) may disclose the following information to our professional accreditation bodies
(a) the name of the person paying for the Services with the number of coaching hours undertaken; and
(b) where applicable, a name and contact details of a person at the client organisation who can verify that the number of hours in the log is an accurate reflection of the coaching undertaken at the client organisation; and
(c) a letter of reference from the client testifying to the information in the log, listing the coachees (using aliases for each individual) and the start/end dates and hours spent with each individual.
9.5 You further consent to any professional coaching body that we (and our coaches) may join contacting you to confirm that the coaching hours logged took place (but not to discuss the specific topics of the coaching).
10. YOUR RIGHTS TO END THE CONTRACT
10.1 You can always end the contract before the Services have been supplied and paid for. You may contact us at any time to end the contract for the Services, but in some circumstances we may charge you certain sums for doing so, as described below. These rights apply in addition to the rights you may have as a consumer in clause 6.
10.2 What happens if you have good reason for ending the contract? If you are ending the contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Services which have not been provided or have not been properly provided. The relevant reasons are:
(a) we have told you about an upcoming change to the Services or these terms which you do not agree to (see clause 5.2);
(b) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
(c) there is a risk the Services may be significantly delayed because of events outside our control;
(d) we suspend the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days; or
(e) you have a legal right to end the contract because of something we have done wrong.
10.3 What happens if you end the contract without a good reason? If you are not ending the contract for one of the reasons set out in clause 10.2, the contract will end immediately but we may charge you reasonable compensation for the net costs we will incur as a result of your ending the contract and the cancellation charges in clause 7.13 will apply if you cancel within 30 days of a session.
11. OUR RIGHTS TO END THE CONTRACT
11.1 We may end the contract if you break it. We may end the contract at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
(c) you do not, within a reasonable time, give us access to your property or third party premises to enable us to provide the Services to you;
(d) if during the contract a conflict of interest arises or any other event whereby we believe that professionally we cannot deliver a highly competent coaching service for you; or
(e) if you or one of your employees or representatives fail to turn up for a scheduled session on more than two occasions.
11.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract and the cancellation charges in clause 7.13 will apply if you cancel within 30 days of a session.
11.3 We may stop providing the Services. We may write to you to let you know that we are going to stop providing the Services. We will let you know at least 7 days in advance of our stopping the Services and will refund any sums you have paid in advance for Services which will not be provided.
12. IF THERE IS A PROBLEM WITH THE SERVICES
12.1 How to tell us about problems. If you have any questions or complaints about the Services, please contact us. You can contact us by telephoning [POSITION] at [NUMBER] or by writing to us by email at email@example.com or by post at Leadership Unfolded Limited 3rd Floor, 207 Regent Street, London W1B 3HHat.
13. PRICE AND PAYMENT
13.1 Where to find the price for the Services. The price of the Services (which includes VAT) will be the price set out in our price list in force at the date of your order unless we have agreed another price in writing. We take all reasonable care to ensure that the prices of Services advised to you are correct. However please see clause 13.3 for what happens if we discover an error in the price of the Services you order. Where we provide Services to you at locations other than our premises you will be responsible for paying our travel expenses and any overnight accommodation expenses. These will be notified to you in advance and agreed with you.
13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we provide the Services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.
13.3 What happens if we got the price wrong? It is always possible that, despite our best efforts, some of the Services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Services’ correct price at your order date is higher than the price stated in our price list, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and not perform the Services.
13.4 When you must pay and how you must pay. Unless otherwise stated in the order, you must pay our invoice not later than 14 days from the date of the invoice. Please note we will not be under any obligation to provide Services where we have not received payment in cleared funds. Methods for payment are stated in the order. For digital content, you must pay for the products before you download them.
13.5 We can charge interest if you pay late. If you do not make any payment to us by the due date (see clause 13.4.) we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
13.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
13.7 Credit card payments and charge backs. Where you have provided us with a credit card for payment or security you authorise us to deduct payments for unpaid fees and charges incurred in connection with the services. You agree that you will not make any chargebacks to our account or cancel any credit card that has been provided as security for payment without our prior written consent. You are responsible for any costs incurred by us in connection with the recovery of monies that you owe to us and the recovery of any chargebacks.
14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
14.1 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.
14.2 When we are liable for damage to your property. If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
14.3 Were you are not a consumer. If you are not a consumer our liability to you is limited and excluded as follows:
(a) we are not be liable to you, your employees, agents or contractors whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; any indirect or consequential loss;
(b) nothing in this clause limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law;
(c) subject to clause 14.3 (a) and clause 14.3 (b) we will not be liable in connection with any act or omission in connection with the provision of the Services unless you have notified us of the same (giving full details of the nature of the claim) within the period of 2 years following the event or circumstances giving rise to such claim;
(d) subject to clause 14.3 (a) and clause 14.3 (b) our total liability to you whether in contract tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the price paid for the Services.
15. HOW WE MAY USE YOUR PERSONAL INFORMATION
15.1 How we will use your personal information. We will use the personal information you provide to us (or that your employees and representatives provide to us) to:
(a) provide the Services and may disclose the same to our employees agents and contractors in connection with the provision of the Services to you, your employees or contractors. This may include the disclosure of sensitive personal information relating to you your employees or representatives such as race, ethnicity, religious beliefs, sexual orientation, membership of trade unions, mental or physical health or condition, convictions, proceedings or criminal acts ;
(b) process your payment for such Services; and
(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these communications at any time by contacting us.
15.2 The information that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely.
15.3 We will only give your personal information to other third parties where the law either requires or allows us to do so or as otherwise agreed by you in these terms or in writing.
16. OTHER IMPORTANT TERMS
16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. If you are unhappy with the transfer you may contact us in writing to end the contract within 30 days of us telling you about it and we will refund you any payments you have made in advance for Services not provided.
16.2 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract that will not mean that you do not have to do those things or prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
16.5 Which laws apply to this contract and where you may bring legal proceedings? These terms are governed by English law and you can only bring legal proceedings in respect of the services in the English courts. If you are a consumer however and live elsewhere you can bring proceedings in respect of the Services in the courts of the country where you live.