Registered Office: Hurlingham Chambers, 61 Station Road, Clacton-on-Sea, Essex CO15 1SD
Correspondence address: 94B Bourne Road, Bexley, Kent DA5 1LU
Company Registration No. 05440060


TERMS AND CONDITIONS OF BUSINESS
1. Your Agreement with the Company
1.1 The terms of this Agreement are set out in the Company’s Letter of Engagement
signed by the Parties together with these Terms and Conditions of Business.


2. Provision of the Services
2.1 The Company shall provide the Services to the Client as provided for in this
Agreement;
2.2 The Company shall provide the Services with reasonable skill and care
commensurate with prevailing standards in the Business Coach section in the
United Kingdom.
2.3 The Company shall act in accordance with all reasonable instructions given to it
by the Client provided that such instructions are compatible with the specification
of Services set out in the Letter of Engagement;
2.4 The Company shall use all reasonable endeavours to accommodate any
reasonable changes in the Services that may be requested by the Client’s
acceptance of any related reasonable changes to the Fees that may be due as a
result of such changes and which have been set out in writing by the Company
and agreed by the Client;
2.5 The Company shall be entitled, subject to the prior written approval of the Client,
to assign any of its rights and obligations under it. The Company may engage the
services of employees or individual contractors of its own to assist with its duties.
Any such assignees, employees or independent contractors shall, if so required by
the Client, first enter into direct covenants with the Client in terms similar to and
covering the provisions of this Agreement.


3. Client’s obligations
3.1 The Client shall use all reasonable endeavours to provide all pertinent information
to the Company as is necessary for the Company’s provision of the Services;
3.2 If the nature of the Services requires that the Company is to attend the Client’s
home or business, the Client shall ensure that the Company has access to the
same at the times to be agreed between the Company and the Client;
3.3 Any delay in the provision of the Services resulting from the Client’s failure or delay
in complying with any of the provisions of the Agreement shall not be the
responsibility or fault of the Company.


4. Fees, Payment and Records
4.1 The Client shall pay the fees to the Company in accordance with the provisions of
this Agreement;
4.2 All payments required to be made pursuant to the Agreement by either Party shall
be made within 7 Days of receipt by that Party of any relevant invoice unless the
Parties have agreed in writing a longer period of credit;
4.3 All payments required to be made by the Client to the Company should be in
cleared funds to such bank and to such account as the Company shall notify in
writing to the Client. The Client shall not be entitled to claim a set-off, withholding
or deduction except such amount (if any) of tax as the Client is required to deduct
or withhold by law;
4.4 Without prejudice to sub-clause 10.3.1, any sums that remain unpaid following the
expiry of the period set out in sub-clause 4.2 shall incur interest on a daily basis at
4% above bank base rate from time to time until payment is made in full of any
outstanding sums;
4.5 Each Party shall: -
4.5.1 Keep, or procure that there are kept, such records and books of account as
are necessary to enable the amount of any sums payable pursuant to the
Agreement to be accurately calculated;
4.5.2 At the request of the other Party, allow that Party or its agent to inspect
those records and books of account and, to the extent that they relate to
the calculation of those sums, to take copies of them.

5. Expenses
5.1 The Client shall reimburse to the Company all expenses reasonably incurred by it
wholly and exclusively in the proper performance of its duties under this Agreement
provided that on request the Company shall provide the Client with such vouchers
or other evidence of actual payment of such expenses that the Client may
reasonably require.


6. Liability, Indemnity and Insurance
6.1 The Company shall ensure that it has in place at all times suitable and valid
insurance that shall include Public Liability and Professional Negligence insurance;
6.2 In the event that the Company fails to perform the Services with reasonable care
and skill, it shall carry out any and all necessary remedial action at no additional
cost to the Client;
6.3 The Company’s total liability for any loss or damage caused as a result of its
negligence or breach of the Agreement shall be limited to the sum, per claim, being
£500,000.
6.4 The Company shall not be liable for any loss or damage suffered by the Client
which results from the Client’s failure to follow any instructions or
recommendations given by the Company;
6.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude
the Company’s liability for death or personal injury;
6.6 Subject to sub-clause 6.3 above the Company shall indemnify the Client against
any costs, liability, damages, loss, claims or proceedings arising out of the
Company’s breach of the Agreement;
6.7 The Client shall indemnify the Company against any costs, liability, damages, loss,
claims or proceedings arising from loss or damage to any equipment (including
that belonging to any third parties appointed by the Company) caused by the Client
or its agents or employees;
6.8 Neither Party shall be liable to the other or be deemed to be in breach of the
Agreement by reason of any delay in performing or any failure to perform, any of
that Party’s obligations if the delay or failure is due to any cause beyond that Party’s
reasonable control.


7. Confidentiality
7.1 The Company agrees to treat as secret and confidential and not at any time for
any reason disclose or permit to being disclosed to any person or to otherwise
make use of or permit to make use of any information relating to the Client’s
technology, technical processes, business affairs or finances or any such
information relating to a subsidiary supplier, customer, or client of the Client
whether such information was received during the period of this Agreement or
otherwise. The provisions of this clause take effect both upon the commencement
of the Agreement and shall continue in force in accordance with its terms
notwithstanding the termination of the Agreement for any reason.


8. Tax liabilities
8.1 The Company hereby agrees to indemnify and keep indemnified the Client against
all costs, actions, demands, penalties and liabilities incurred in respect of or arising
in connection with any tax, National Insurance or similar or other such payment of
a fiscal nature which may be found due from the Client in respect of the payment
of fees made by the Client to the Company;


9. Force Majeure
9.1 No party to the Agreement shall be liable for any failure or delay in performing their
obligations where such failure or delay results from any cause that is beyond the
reasonable control of that Party. Such causes include, but are not limited to: power
failure, internet service provider failure, industrial action, civil unrest, fire, flood,
storms, earthquakes, acts of terrorism, acts of war, governmental action or any
other event that is beyond the control of the Party in question.


10. Term and Termination
10.1 The Agreement shall come into force on the commencement of the Term set
out in the Letter of Engagement and shall continue for the defined term for that
date;
10.2 Either Part may terminate the Agreement by giving to the other not less than 1
calendar months’ written notice but to expire on or any time after any minimum
term of the Agreement as set out in the Letter of Engagement;
10.3 Either Party may immediately terminate the Agreement by giving written notice
to the other Party of One Month.
10.3.1 Any sum owing to that Party by the other Party under any of the provisions
of this Agreement is not paid within 14 days of a written notice demanding
payment following the expiry of the due date for payment;
10.3.2 The other Party commits any other breach of any of the provisions of this
Agreement and if the breach is capable of remedy, fails to remedy it within
14 days after being given written notice giving full particulars of the breach
and requiring it to be remedied;
10.3.3 An encumbrancer takes possession, or where the other Party is a company,
a receiver is appointed, of any of the property or assets of that other Party;
10.3.4 The other Party makes any voluntary arrangement with its creditors or,
being a company, becomes subject to an administration order or has a
bankruptcy order made against it, or being a company, goes into liquidation
(except for the purposes of bone-fide amalgamation or reconstruction and
in such a manner that the company resulting therefrom effectively agrees
to be bound or assume the obligations imposed on that other party under
the Agreement);
10.3.5 The right to terminate the Agreement shall not prejudice any other right or
remedy of either Party in respect of the breach concerned, if any, or any
other breach.


11. Effects of Termination
Upon the termination of the Agreement for any reason:
11.1 Any sum owing by either Party to the other under any of the provisions of the
Agreement shall become immediately due and payable;
11.2 All clauses which either expressly or by their nature, relate to the period after
the expiry or termination of the Agreement shall remain in full force and effect;
11.3 Termination shall not affect or prejudice any right to damages or other remedy
which the terminating Party may have in respect of the event giving rise to the
termination or any other right to damages or other remedy which any Party may
have in respect of any breach of the Agreement which existed at or before the date
of termination;
11.4 Subject as provided in this clause and except in respect of any accrued rights
neither Party shall be under any further obligation to the other and each Party shall
immediately cease to use, either directly or indirectly, any confidential information
and shall immediately return to the other Party any documents in its possession or
control which contain or record any confidential information.

12. Assignment and Sub-Contracting
12.1 The Company shall be entitled to perform any of the obligations undertaken by
it through any other member of its group or through suitably qualified and skilled
sub-contractors. Any act or omission of such other member or sub-contractor shall,
for the purposes of the Agreement, be deemed to be an act or omission of the
Company.


13. Time
13.1 The times and dates referred to in the Agreement shall be for guidance only
and may be varied by mutual agreement between the Parties;
13.2 If a Party wishes to make time of the essence, it shall do so by giving the other
Party a formal notice that any such time or date set out in the Agreement shall be
time of the essence.


14. Relationship of the Parties
14.1 Nothing in the Agreement shall constitute or be deemed to constitute a
partnership, joint venture, agency or other fiduciary relationship between the
Parties other than the contractual relationship expressly provided for in the
Agreement.


15. Non-Solicitation
15.1 Neither Party shall for the term of the Agreement and for a six month period
after its termination and expiry, employ or contract the services of any person who
is or was employed or otherwise engaged by the other Party at any time in relation
to the Agreement without the express written consent of that Party;
15.2 Neither Party shall for the term of the Agreement and for a defined period after
its termination or expiry for a six-month period, solicit or entice away from the other
Party any customer or client where any such solicitation or enticement would cause
damage to the business of that Party.

16. Notices
16.1 All notices which are required to be given under the terms of this Agreement
shall be in writing and shall in the case of the Client be sent to its registered office
from time to time and in the case of the Company to be sent to its registered office
set out in this Agreement or such other address in England as the Company may
designate by notice given in accordance with the provision of this clause. Any such
notice may be delivered personally or by first class pre-paid letter or facsimile
transmission and shall be deemed to have been served if by delivery, when
delivered if by first class post, 48 hours after posting, and if by facsimile
transmission when despatched.


17. Entire Agreement
17.1 The Agreement contains the entire Agreement between the Parties with
respect to its subject matter and may not be modified except in writing and signed
by the duly authorised representatives of the Parties;
17.2 Each Party shall acknowledge that, in entering into the Agreement, it does not
rely upon any representation, warranty or other provision except as expressly
provided in the Agreement and all conditions, warranties or other terms implied by
statute or common law are excluded to the fullest extent permitted by law.


18. Dispute Resolution
18.1 The Parties shall firstly attempt through negotiation to resolve any dispute that
arises between the Parties whether such negotiations take place direct or between
their appointed representatives;
18.2 If such negotiations pursuant to the above paragraph do not resolve the matter
within 56 days of receipt of a written invitation to negotiate, the Parties will attempt
to resolve the dispute in good faith through an agreed Alternative Dispute
Resolution (“ADR”) procedure;
18.3 If the ADR procedure does not resolve the matter within 28 days of the initiation
of that procedure, or if either Party will not participate in the ADR procedure, the
dispute may be referred to arbitration by either Party.
18.4 The seat of the arbitration under sub-clause 18.3 of the Agreement shall be
England and Wales. The arbitration shall be governed by the Arbitration Act 1996
and Rules for Arbitration as agreed between the Parties. In the event that the
Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either
Party may, upon giving written notice to the other Party, apply to the President or
Deputy President for the time being of the Chartered Institute of Arbitrators for the
appointment of an arbitrator or arbitrators and for any decision on rules that may
be required;
18.5 Nothing in clause 18 of the Agreement shall prohibit either Parties or its
affiliates from applying to a Court for interim injunctive relief;
18.6 The decision and outcome of the final method of dispute resolution under
clause 18 of the Agreement shall be final and binding on both Parties.


19. Law and Jurisdiction
19.1 The Agreement and these Terms and Conditions (including any noncontractual
matters and obligations arising therefrom or associated therewith) shall
be governed by, and construed in accordance with, the laws of England and Wales;
19.2 Subject to the provisions of clause 18 of the Agreement, any dispute,
controversy, proceedings or claim between the Parties relating to the Agreement
or these Terms and Conditions (including any non-contractual matters and
obligations arising therefrom or associated therewith) shall fall within the
jurisdiction of the Courts of England and Wales.