TERMS and CONDITIONS

The Coaching Period is the period of time from the Commencement Date until the termination of the Agreement.  The following terms set out both the Client’s and the Coach’s obligations to each other during the Coaching Period. They have been broken down into titled paragraphs for ease of reference.

.

Definitions

The Company is McArthur Clay Ltd. or Freedom Business Coaching Ltd.  The owner of the trade names, brands and all intellectual property and is the Licensor to the Coach.

Your Ideal Business Partner (YIBP) is a trade name of the Company.

The Coach is the person who will be coaching the client and is a licensee of the company.

The Client is the person or business that is excepting the offer from the coach.

 

General

Subject to the Client paying the fees on time and in full, the Coach will use its reasonable endeavours to provide the Coaching Services to the Client on the dates set out on the Purchase Order. However, if, for whatever reason, the Coach cannot keep to those dates then it will give the Client reasonable notice and endeavour to agree alternative and mutually convenient dates.

The Client agrees to co-operate with the Coach in all matters relating to the Coaching Services.

Where the Coach is unable to provide any Coaching Services because of delay or non-performance by the Client or any other reason caused by the Client, then the Coach shall not be liable for any costs, charges or losses the Client may incur as a result.

The Client agrees not to entice away from the Coach or employ or attempt to employ anyone who has provided Coaching Services to the Client or any other employee of the Coach.  This obligation will continue for the Coaching Period and for the following 6 months.

 

Charges, payment and cancellation

The Client agrees to pay the Coach for the Coaching Fees in accordance with the Payment Terms set out at the commencement. If the Client does not make all such payments then the Coach shall be entitled to: (i) suspend all Coaching Services until payment has been made in full; and (ii) claim interest under the Late Payment of Commercial Debts (Interest) Act 2002.

If, for whatever reason, any Coaching Service (including a session or appointment) is cancelled or requested to be re-scheduled by the Client, and the Coach is given at least 5 full working days notice of such cancellation or request, the Coach will not charge the Client for that Coaching Service.  The Coach will use its reasonable endeavours to attempt to re-schedule any such Coaching Service that is cancelled or requested to be re-scheduled for a date no more than [28] days from the date of the cancelled Coaching Service.  Should the Client and the Coach be unable to reschedule the Coaching Service for any date in such period, attempts to find a date for a substitute Coaching Service will be abandoned.

Any request for rescheduling a Coaching Service submitted less than 5 full working days prior to the scheduled Coaching Service shall be deemed to be a request for cancellation of that Coaching Service.  In the event that the Client gives the Coach any of the following periods of notice for cancellation of a Coaching Service, then the Client agrees to pay the  Coach the percentage of the relevant Fee payable for such cancelled Service:

Notice Period (Hours)

% of Fee Payable

0-24

100

24 to 48

75

48 to 120

50

120+

Nil

 

If the Service provided by the Coach is a group session (e.g. Coaching, Mentoring, Training, Consultancy etc) then, irrespective of notice by the Client, 100% of the Fee for that event is payable by the Client.

 

Intellectual property rights

The Client agrees that between the parties any and all intellectual property in any materials and or information that the Coach provides to the Client as part of the Services belongs to the Coach. These materials shall be referred to as the Freedom Materials. The Company grants the Client a license of its intellectual property (free of charge and on a non-exclusive basis) to enable the Client to make reasonable use of the Freedom Materials for the Client’s personal or internal business use only.

 

Confidentiality

The Client and the Coach will keep in strict confidence all information, whether technical, commercial know-how, specifications, worksheets, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client or the Coach (as the case may be) by the other party and any other confidential information concerning the disclosing party’s business, products or Coaching Services which the other party may obtain. The party receiving any such confidential information shall restrict disclosure of that information to those of its employees, agents or sub-contractors that require it for the purpose of discharging their obligations under this Agreement.

In addition to the above, the Coach shall keep any personal information that the Client provides to him/her (including but not limited to the Client’s name, address, email address, contact numbers, personal information shared during coaching/training sessions etc) confidential and shall only use such in accordance with current data protection legislation or with the Client’s express consent. Where the Client provides any ‘testimonials’ (written or otherwise) to the Coach, then by doing so the Client agrees to allow the Coach to publish these on its website(s) and for marketing purposes unless, prior to providing such ‘testimonials’, the Client specifically states otherwise in writing to the Coach.

 

Complaints

Should the Client be dissatisfied with any part of the Coaching Services or anything relating to the Coach then the Client should initially send an email to rachel@yibp.co.uk clearly outlining the details of the Client’s dissatisfaction.  If the Client wishes and it is relevant, the Client may also send a copy to the Coach.  Any complaints that are sent to the above email address shall be allocated to a manager of Freedom Business Coaching Limited (the Licensor of the Coach) who shall contact the Client personally to attempt to resolve any such notified complaints or dissatisfaction. Freedom Business Coaching Limited takes any complaint made very seriously and will take all reasonable efforts to remedy the Client’s concerns.

 

Termination

 The Client’s Agreement with the Coach shall terminate automatically on completion of the Coaching Services or expiry of the Coaching Period, whichever is earlier.

The Client or the  Coach may also terminate this Agreement (without prejudice to any other rights or remedies that they may have) on giving the other not less than one month’s written notice or immediately on giving notice to the other if:

  • the other party commits a material breach of any of the terms of this Agreement and (if that breach is remediable) fails to remedy that breach within 30 days of being asked to remedy it; or
  • an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
  • an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
  • a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets.

The Coach may terminate this Agreement without liability to the Client immediately on giving notice to the Client if the Client fails to attend at least 2 (or cancels at least 2 within 48 hours) prearranged meetings or elements of the Coaching Services.

If this Agreement is terminated for any reason, the Client shall immediately pay to the Coach all of the Coach’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Coach may submit an invoice, which shall be payable immediately on receipt;

Where this Agreement is terminated by the Mentor, the Client shall, within a reasonable time, return all of the Freedom Materials.

 

Events beyond the Coach’s control

The  Coach shall have no liability to the Client under this Agreement if it is prevented from or is delayed in performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, but not limited to; strikes; lock-outs or other industrial disputes (whether involving the workforce of the Coach or any other party); failure of a utility service or transport network; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; breakdown of plant or machinery; fire; flood; storm; or default of the Coach or its sub-contractors.

 

Notices

Notice given under this Agreement must be: (i) in writing; (ii) sent for the attention of the person, and to the address or fax number, given on the Coaching Cover Sheet; and (iii) delivered personally, or sent by fax, or sent by pre-paid, first-class post or recorded delivery.

A notice is deemed to have been received, if delivered personally, at the time of delivery, or in the case of fax, at the time of transmission, or, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting.  If deemed receipt under this provision is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), then the notice is deemed to be received at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

For the avoidance of doubt, a notice is not validly given if sent by email.

 

Miscellaneous

No variations or modifications to this Agreement or these Terms is effective unless it is in writing and both the Client and the Mentor have signed it.

The Client agrees that, in entering into this Agreement, the Client does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether a party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

The Client shall not, without the prior written consent of the Coach, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

The Coach may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.