BREAK FOR GROWTH LIMITED TERMS AND CONDITIONS
March 2019 Edition
These terms and conditions (the “Terms of Business”) shall apply to clients ( “you”) who appoint Break for Growth Limited (“Break for Growth, “we” or “us”) to provide services as set out below (the “Services”):
- Training Services
- Advisory Services
These Terms of Business may only be changed by written agreement between you and us. It is our practice to review and upgrade our Terms of Business from time to time and new versions will be published on our website www.breakforgrowth.co.uk.
We undertake to use all reasonable care and skill in providing the Services.
2.1 We agree to keep your business affairs and information confidential except where necessary for the execution of our Services for you or by legal requirements.
- Data Protection
3.1 Break for Growth is the data controller of all Personal Data you provide when booking or enquiring about a training course or service. If you provide Personal Data about another person to us, you should provide them with this information concerning the processing of their personal data.
3.2 We collect and use this Personal Data to administer your training or other services and comply with any legal obligations (if applicable). We also process the Personal Data, where permitted by law, for business analysis, fraud and crime prevention and to improve our services. These may involve disclosing your data to third parties such as HMRC and our insurers.
- Information Requirements
4.1 You undertake to provide us with all information and assistance we reasonably require for the completion of the agreed tasks, including overall business and personal objectives.
4.2 We will provide our advisory services based upon the information you have provided to us about your business and your market. We shall be entitled to rely on the accuracy of the information you have provided.
- Intellectual Property
5.1 All intellectual property rights in training materials or any other materials provided to you pursuant to this agreement remain the property of Break for Growth Limited and may not be reproduced without permission.
- Cancellation and Transfer
6.1 Where we provide Services on an ongoing or continuous basis, we will provide you with two months’ written notice of termination, or of any changes to relevant prices and conditions.
6.2 Notwithstanding clause 6.1, we may terminate the agreement with you at any time if you:
- a) fail to make a due payment within 15 days of being notified that a due payment has not been made;
- b) go into liquidation or have a receiver/administrative receiver appointed over any of your assets;
- c) are in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to you;
- d) in our sole opinion are using our services in a way likely to damage or bring disrepute to Break for Growth Limited and you do not immediately desist from this use on written notice from us to do so.
In the event of any of the above terminations, we reserve the right to charge a cancellation charge of two months’ fees.
6.3 You may terminate the Services by giving us two months’ notice in writing.
6.4 If you want to cancel a Training Course, you are required to give us notice.
6.5 The following cancellation charges shall be payable by you to us where you give notice of cancellation of the Training Course within the timeframes given below:
- 22 days or more before commencement of the Course – no cancellation fee;
- 15-21 days before commencement of the Course – 50% of the Fees due;
- 8-14 days before commencement of the Course – 75% of the Fees due; or
- 0-7 days before commencement of the Course – 100% of the Fees due.
6.6 The following charges will apply if you transfer your booking/s to a later date save that the you shall not be required to pay a transfer fee if the transfer is due to cancellation or variation by Break for Growth:
- One hundred per cent (100%) for transfers made within 4 days of the Course Date;
- Fifty per cent (50%) for transfers made between 5 and 20 days of the Course Date;
- Free of charge for all transfers made 21 days or greater before the Course Date.
6.7 The transfer option only relates to clients who are transferring to a different date on the same course. The choice of course date must be specified at the time of transfer (otherwise the instruction will be considered a cancellation). The option to transfer can only be used once for each client, after which any transfer will be considered a cancellation.
6.8 We reserve the right to vary speakers and training content or otherwise cancel the Services where necessary. In event of cancellation by Break for Growth, the booking will normally be transferred to the next available Course unless you specifically request otherwise.
- Basis of Fees
7.1 You shall pay all applicable VAT in addition to any fees at the applicable rate.
7.2 If we are required by you to undertake any additional work in relation to an instruction, you shall pay additional fees based upon our usual rates. We will notify you of the amount of such additional fees.
7.3 Payment of our fees will be due on presentation of our invoice unless explicitly agreed otherwise in writing by us. We reserve the right to claim statutory interest at 4% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.4 We reserve the right to refuse delivery of the Services to you or any of your personnel in the event that any Fees owing by you to us remain outstanding, including those payable with respect to previous Services rendered by us to you.
8.1 We will take reasonable care to ensure our training, assessments and recommendations are soundly based and that the agreed tasks are carried out to a professional standard. Where you undertake actions following recommendations from us, you accept that responsibility for any subsequent outcomes remains with you.
8.2 Where we offer links to other sites, we do not accept any responsibility for the content of those sites, the owners of which do not necessarily have any connection, commercial or otherwise, with us.
8.3 We shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Services in respect of:
- a) loss of profit;
- b) any indirect, special or consequential loss whatsoever, howsoever caused, including i) indirect loss of profit; ii) loss of business; iii) loss of goodwill; iv) loss of use of money; and v) loss of opportunity, and you and we agree that the sub-clauses of this clause shall be severable.
8.4 Where a third party has contributed to the losses, damage, costs, claims or expenses, we shall not be liable to make any contribution in respect of the liability of such third party.
8.5 Our liability for any damages arising in contract, tort or otherwise, in connection with the performance or contemplated performance of the Services shall be limited, in aggregate, to the total amount paid by you to us for the Service(s) concerned.
8.6 Nothing in these Terms of Business excludes or limits our liability for:
- a) death or personal injury caused by our negligence;
- b) any matter for which it would be illegal for us to exclude or attempt to exclude our liability; and
- c) fraud or fraudulent misrepresentation.
8.7 Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
8.8 Neither party shall be liable to the other for failure of delay in performing its obligations to the extent that it is prevented from doing so by reason of Force Majeure (industrial disputes, 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, accident, breakdown of plant or machinery, fire, flood, or storm).
9.1 All Letters and these Terms of Business shall be governed by and be construed in accordance with English law. Any dispute arising out of or in connection with the Services shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
10.1 If, and to the extent that, any provision of these Terms of Business is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable, it shall be deemed severable and the remaining provisions of these Terms of Business and the remainder of such provision shall continue in full force and effect.
10.2 Failure or delay by us in enforcing or partially enforcing any provision of these Terms of Business shall not be construed as a waiver of any of our rights.
10.3 No term in these Terms of Business is intended to confer a benefit on or to be enforceable by any person who is not a party to the same. The application of the Contracts (Rights of Third Parties) Act 1999 is expressly excluded.