Terms and Conditions
THE NETWORK COACH LIMITED (THE LINKED IN MAN)
TERMS & CONDITIONS
The Contract between the Client and The Network Coach Limited (Trading as The LinkedIn Man) (“TNCL”) for the engagement of TNCL’s services is governed by the terms and conditions set out below.
The Client’s attention is particularly drawn to the provisions of Clause 8 as set out below.
TNCL and the Client shall hereinafter be referred to as “the Parties”.
In these Terms & Conditions unless the context otherwise requires the following expressions shall have the following meanings:
|1.1||“Business Day”||Means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
|1.2||“Charges”||Means the charges payable by the Client for the supply of the Services in accordance with Clause 5;
|1.3||“Client”||Means the person or company who purchases Services from TNCL;
|1.4||“Commencement Date”||Has the meaning set out in Clause 2.2;
|1.5||“Contract”||Means the contract between TNCL and the Client for the supply of Services in accordance with these Terms & Conditions;
|1.6||“Deliverables”||Means the deliverables as set out in the Schedule to these Terms & Conditions;
|1.7||“Intellectual Property Rights”||Means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
|1.8||“Order”||Means the Client’s order for Services as set out in the Client’s written acceptance of TNCL’s quotation. For the avoidance of doubt, written acceptance of TNCL’s quotation shall occur upon the Client submitting an online booking;|
|1.9||“Services”||Means the services relating to the supply of training, consulting and mentoring in respect of business connections, networking and LinkedIn, supplied by TNCL to the Client including the Deliverables|
|1.10||“Supplier Materials”||Means any documentation, descriptive matter or advertising relating to the Services, including, brochures, leaflets, handouts, slideshows and course materials that are provided to the Client during the course of the supply of the Services
|1.11||“Terms & Conditions”||Means these terms and conditions as amended from time to time in accordance with Clause 11.8; and
|1.12||“TNCL”||Means The Network Coach Limited, a company registered in England and Wales at Jonquil Twynhams Hill, Shirrell Heath, Southampton, Hampshire, United Kingdom, SO32 2JL with company registration number 07412131.
1.13 In these Terms & Conditions, the following rules apply:
1.13.1 A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.13.2 A reference to a Party includes its personal representatives, successors or permitted assigns;
1.13.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.13.4 Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.13.5 A reference to ‘writing’ or ‘written’ includes faxes and e-mails.
2. Basis of the Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Terms & Conditions.
2.2 The Order shall only be deemed to be accepted when TNCL issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.3 These Terms & Conditions constitute the entire agreement between the Parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of TNCL which is not set out in these Terms & Conditions.
2.4 Any documentation, descriptive matter or advertising issued by TNCL, and any documentation, descriptive matter or advertising in TNCL’s published on any website or profile maintained by TNCL, are issued or published for the sole purpose of giving an approximation of the Services described in them. Any such documentation, descriptive matter or advertising shall not form part of the Contract or have any contractual force.
2.5 These Terms & Conditions apply to the Contract to the exclusion of any other terms and conditions that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by TNCL shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
2.7 The Contract shall expire upon the Services being rendered fully by TNCL and all Charges being paid fully by the Client.
3. Supply Of Services
3.1 TNCL shall supply the Services to the Client in accordance with the Deliverables in all material respects;
3.2 TNCL shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 TNCL shall have the right to make any changes to the Services which are necessary to comply with any applicable law or requirement, or which do not materially affect the nature or quality of the Services, and TNCL shall notify the Client in any such event.
3.4 TNCL warrants to the Client that the Services will be provided using reasonable care and skill.
4. Client’s Obligations
4.1 The Client agrees, warrants and undertakes to:
4.1.1 Ensure that the terms of the Order and any information it provides is complete and accurate.
4.1.2 Co-operate with TNCL in all matters relating to the Services;
4.1.3 Provide TNCL with such information as TNCL may reasonably require in order to supply the Services. For the avoidance of doubt the Client shall ensure that such information is accurate in all respects;
4.1.4 Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
4.1.5 Use the Supplier Materials only in accordance with TNCL’s written instructions or authorisation;
4.1.6 Provide TNCL, its employees, agents, consultants and sub-contractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by TNCL.
4.1.7 Prepare the Client’s premises for the supply of the Services;
4.1.8 Refrain from taking, or allowing to be taken, video and/or photographs and/or audio recording during any seminars, as set out in the Deliverables, provided by TNCL during the supply of the Services without written permission from TNCL.
4.2 If TNCL’s performance of any of its obligations under these Terms & Conditions is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
4.2.1 TNCL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays TNCL’s performance of any of its obligations;
4.2.2 TNCL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from TNCL’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and
4.2.3 The Client shall reimburse TNCL on written demand for any costs or losses sustained or incurred by TNCL arising directly or indirectly from the Client Default.
5. Charges & Payment
5.1 The Charges for the Services are as set out below:
5.1.1 The Charges shall be in accordance with the Order; and
5.1.2 TNCL shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom TNCL engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by TNCL for the performance of the Services, and for the cost of any Supplier Materials relating to the Services supplied to the Client. For the avoidance of doubt, the Client shall receive notification of any such expenses prior to such expenses being incurred.
5.2 TNCL shall be entitled to charge an additional fee where preparation work has been carried out by TNCL on behalf of the Client where the Client does not engage TNCL for the supply of the Services or the Client cancels the Order for the supply of the Services after the Commencement Date. For the avoidance of doubt, the Client shall receive notification of any such additional fees prior to such additional fees being incurred, including, but not limited to:
5.2.1 Travelling expenses;
5.2.2 Hotel costs;
5.2.3 Subsistence and any associated expenses;
5.2.4 Cost of services provided by third parties and required by TNCL for the performance of the Services;
5.2.5 Cost of any Supplier Materials; and
5.2.6 The following cancellation fee, calculated as a percentage of the Charges:
22.214.171.124 Where cancellation occurs 15 to 30 days prior to the date on which the Services are to be supplied by TNCL, a fee of 65% of the Charges is payable to TNCL by the Client;
126.96.36.199 Where cancellation occurs 4 to 14 days prior to the date on which the Services are to be supplied by TNCL, a fee of 90% of the Charges is payable to TNCL by the Client; and
188.8.131.52 Where cancellation occurs 3 or fewer days prior to the date on which the Services are to be supplied by TNCL, a fee of 100% of the Charges is payable to TNCL by the Client.
5.3 TNCL shall provide a written invoice to the Client on the Commencement Date.
5.4 The Client shall pay the Charges to TNCL:
5.4.1 Within 20 Business Days of the Commencement Date, or, by the date on which the Services are to be supplied by TNCL, whichever date is the earlier (“Due Date”); and
5.4.2 In full and in cleared funds to a bank account nominated in writing by TNCL, and
5.4.3 Time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Client under these Terms & Conditions are exclusive of amounts in respect of value added tax (VAT) chargeable for the time being.
5.6 Without limiting any other right or remedy of TNCL, if the Client fails to make any payment due to TNCL under these Terms & Conditions by the Due Date for payment, TNCL shall have the right to:
5.6.1 Terminate the Contract in accordance with Clause 9.2 below; or
5.6.2 Charge interest on the overdue amount at the rate of 5% per cent per annum above the then current HSBC Bank Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.7 The Client shall pay all amounts due under these Terms & Conditions in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against TNCL in order to justify withholding payment of any such amount in whole or in part. TNCL may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by TNCL to the Client.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be wholly and exclusively owned by TNCL.
6.2 All Intellectual Property Rights in or arising out of or in connection with the Deliverables shall be wholly and exclusively owned by TNCL. TNCL hereby grants to the Client a perpetual, non-exclusive licence to use the Deliverables in connection with the Services.
6.3 All Intellectual Property Rights in or arising out of or in connection with the Supplier Materials shall be wholly and exclusively owned by TNCL. TNCL hereby grants to the Client a perpetual, non-exclusive licence to use the Supplier Materials in connection with the Services.
6.4 The Client grants to TNCL a non-exclusive right to use the Client’s business name and/or logo and/or any registered or unregistered trade mark right for the purposes of the promotion and advertising of TNCL’s business. For the avoidance of doubt, in the event that the Client does not wish to grant TNCL a non-exclusive right to use the Client’s business name and/or logo and/or any registered or unregistered trade mark right for the purposes of the promotion and advertising of TNCL’s business, the Client shall notify TNCL in writing. TNCL shall cease use of the Client’s business name and/or logo and/or any registered or unregistered trade mark right within 14 days of receipt of such notice.
7.1 A Party (“Receiving Party”) shall keep in strict confidence all Supplier Materials, technical or commercial documentation, know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (“Disclosing Party”), its employees, agents or sub-contractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors that need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms & Conditions, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This Clause 7 shall survive termination of the Contract.
8. Limitation Of Liability
8.1 Nothing in these Terms & Conditions shall limit or exclude TNCL’s liability for:
8.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
8.1.2 Fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1:
8.2.1 TNCL shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract or the supply of the Services; and
8.2.2 TNCL’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.
8.3 Except as set out in these Terms & Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This Clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, each Party may terminate the Contract with immediate effect by giving written notice to the other Party if:
9.1.1 The other Party commits a material breach of these Terms & Conditions and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that Party being notified in writing of the breach;
9.1.2 The other Party 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 is deemed unable to pay its debts;
9.1.3 The other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
9.1.4 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
9.1.5 The other Party (being an individual) is the subject of a bankruptcy petition or order;
9.1.6 A person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
9.1.7 The other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
9.1.8 The other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, TNCL may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under these Terms & Conditions on the Due Date for payment.
9.3 Without limiting its other rights or remedies, each Party shall have the right to terminate the Contract by giving the other Party 20 Business Days written notice.
9.4 Without limiting its other rights or remedies, TNCL shall have the right to suspend the supply of the Services under the Contract or any other contract between the Client and TNCL if:
9.4.1 TNCL is unable to supply the Services by way of illness. For the avoidance of doubt, TNCL shall notify the Client of a date on which the Services will be resumed and will make any necessary arrangements for the supply of the Services to resume on that date; or
9.4.2 The Client becomes subject to any of the events listed in Clause 9.1.2 to Clause 9.1.8; or
9.4.3 TNCL reasonably believes that the Client is about to become subject to any of the events listed in Clause 9.1.2 to Clause 9.1.8; or
9.4.4 The Client fails to pay any amount due under these Terms & Conditions on the Due Date for payment.
10. Consequences Of Termination
10.1 On termination of the Contract for any reason:
10.1.1 The Client shall immediately pay to TNCL all of TNCL’s outstanding unpaid invoices and interest and, in respect of Services supplied under the Contract or expenses incurred in respect of Clause 5.1.2 or additional fees incurred in respect of Clause 5.2 but for which no invoice has been submitted, TNCL shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.1.2 The Client undertakes to return all of the Supplier Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Services.
10.1.3 The accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of these Terms & Conditions which existed at or before the date of termination or expiry; and
10.1.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11.1 Force Majeure:
11.1.1 For the purposes of these Terms & Conditions, “Force Majeure Event” means an event beyond the reasonable control of either party to this agreement including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of either party 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, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
11.1.2 Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under these Terms & Conditions as a result of a Force Majeure Event.
11.1.3 If the Force Majeure Event prevents either party from providing or receiving any of the Services for more than 60 Business Days, either party shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the other party.
11.2 Assignment & Sub-contracting:
11.2.1 TNCL may at any time, with the Client’s prior written consent to do so, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under these Terms & Conditions and may subcontract or delegate in any manner any or all of its obligations under these Terms & Conditions to any third party or agent.
11.2.2 The Client shall not, without the prior written consent of TNCL, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms & conditions.
11.3.1 Any notice or other communication required to be given to a Party under or in connection with these Terms & Conditions shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other Party’s main fax number, or sent by e-mail to the other Party’s main e-mail address.
11.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission, or if sent by e-mail, on the date and at the time that the e-mail was received.
11.3.3 This Clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action.
11.4.1 A waiver of any right under these Terms & Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under these Terms & Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.4.2 Unless specifically provided otherwise, rights arising under these Terms & Conditions are cumulative and do not exclude rights provided by law.
11.5.1 If a court or any other competent authority finds that any provision of these Terms & Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms & Conditions shall not be affected.
11.5.2 If any invalid, unenforceable or illegal provision of these Terms & Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.6 No partnership: Nothing in these Terms & Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way.
11.7 Third parties: A person who is not a Party to the Contract shall not have any rights under or in connection with it.
11.8 Variation: Except as set out in these Terms & Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Parties.
11.9 Governing Law & Jurisdiction: The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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