Terms
These Conditions apply to all Services provided by Chris Dellaca Consulting Ltd.
1 DEFINITIONS
1.1 In these Conditions:
Agreement means the contract between the Supplier and the Client in respect of the supply of the Services, comprising the Agreement letter, any invoice provided to the Client by the Supplier and these Conditions;
Applicable Laws means all applicable laws, regulations, regulatory requirements, codes of practice and guidance in force from time to time governing the supply and receipt of the Services;
Charges means the amounts paid or to be paid by the Client to the Supplier under or in connection with the Agreement as set out in any invoice provided by the Supplier to the
Client;
Client means the party specified in the Supplier’s invoice to whom the Supplier will provide the Services;
Commencement Date means the date on which the Client provides any invoice to the Supplier;
Conditions means these terms and conditions;
Confidential Information means all information including technical or commercial expertise, processes, methods, knowledge, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the Commencement Date together with any copies, summaries, reproductions or extracts of such information and any information designated by a party as being confidential or that can reasonably be considered confidential. All information disclosed by any Delegate during a Workshop will be Confidential Information;
Delegate means each person attending a Workshop;
Agreement Letter means the letter provided by the Supplier to the Client which sets out the details of the Delegate(s) and services to be delivered by the supplier;
Force Majeure means any event outside the reasonable control of the affected party that materially affects its ability to perform its obligations under the Agreement, including an act of God, fire, earthquake, war, revolution, act of terrorism, riot or civil commotion, severe adverse weather or failure or delays by sub-contractors or suppliers;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, 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, renewals or extensions of (and rights to apply for, renew or extend), such rights and all similar or equivalent rights or forms of protection that may now or in the future subsist in any part of the world;
Materials means any and all materials, including drawings, presentations or designs created by the Supplier in the course of performing the Services;
Services means the services to be performed by the Supplier as set out in the Agreement Letter and Supplier’s invoice;
Supplier means Chris Dellaca Consulting Ltd, registered in England and Wales with company number 11750826;
Termination Date means the date when all Services have been delivered by the Supplier to the Client; and
Workshop means any course, programme or mastermind developed by or run by the Supplier as part of the Services.
1.2 The words and phrases “other”, “including” and “in particular” shall be construed without limitation.
1.3 In the event of any conflict between the Agreement Letter and these Conditions, these Conditions shall take precedence.
2 BASIS OF AGREEMENT
2.1 By reserving any place for a Delegate to attend a Workshop the Client shall be deemed to have accepted the terms and conditions of the Agreement, to the exclusion of any other terms and conditions (including any terms and conditions of the Client or any terms implied by trade, custom, practice or course of dealing).
2.2 The Agreement will commence on the Commence Date and, unless terminated earlier in accordance with these Conditions, automatically terminate on the Termination Date. Each reservation for a Delegate to attend a Workshop shall, together with these Conditions, form a new Agreement.
2.3 The appointment of the Supplier is made on a non-exclusive basis and either party is free to supply or receive services similar to the Services at any time
3 PROVISION OF SERVICES
The Supplier shall:
3.1 ensure that the Services are performed with all reasonable care and skill; and
3.2 ensure that the Services are provided in accordance with all Applicable Laws.
4 CLIENT’S OBLIGATIONS
The Client shall:
4.1 provide the Supplier with all information reasonably necessary in order for the Supplier to supply the Services in accordance with the Agreement; and
4.2 cooperate with the Supplier in order for it to supply the Services in accordance with the Agreement.
5 WARRANTIES
The Supplier warrants that:
5.1 it has full capacity and all necessary licences, permits and consents to enter into the Agreement and to fulfil provision of the Services;
5.2 the Services shall conform with the Agreement and all Applicable Laws; and
5.3 the use of the Materials by the Supplier in accordance with the Agreement will not infringe the Intellectual Property Rights of any third party.
6 CHARGES AND PAYMENT
6.1 In consideration of the supply of the Services the Client shall pay the Supplier the Charges. All Charges are non-refundable.
6.2 The Supplier shall invoice the Client for the Charges prior to the agreed date of any Workshop.
6.3 The Supplier shall pay all invoices as set out in the Supplier’s invoice or if not set out in the invoice no later than [7] days before the agreed date of any Workshop.
6.4 The Supplier is entitled to charge interest on all overdue amounts from their due date (calculated in accordance with Condition 6.3) until and including the date of actual payment, after as well as before judgement, accruing on a daily basis, at the rate of 4% per annum above the base rate of Barclays Bank plc.
6.5 All sums to be paid under the Agreement shall be in pounds sterling paid by electronic transfer to the bank account nominated by the Supplier.
6.6 All sums to be paid under the Agreement are exclusive of VAT, which shall be payable, where applicable, in addition to the specified sums.
7 INTELLECTUAL PROPERTY
7.1 Nothing in the Agreement shall operate to transfer or license any Intellectual Property Rights owned or controlled by either party to the other party.
7.2 All Intellectual Property Rights in the Materials shall at all times remain vested in and remain the property of the Supplier.
7.3 The Client agrees not to, copy, duplicate, recreate, amend, adapt, publish or otherwise share or disseminate the Materials.
7.4 The Client agrees not to register nor attempt to register any Intellectual Property Rights in the Materials.
8 LIABILITY AND INDEMNITIES
8.1 Nothing in the Agreement shall exclude or limit a party’s liability for: a) death or personal injury arising from its negligence; b) fraud; or c) fraudulent misrepresentation.
8.2 Subject to Condition 8.1, the Supplier’s liability in relation to the provision of the Services shall be limited to an amount equal to 200% of the Charges paid or payable by the Client to the Supplier under the Agreement.
8.3 Subject to Condition 8.1, the Supplier shall not be liable for any indirect or consequential loss arising under or in relation to the Agreement.
9 CONFIDENTIALITY
9.1 Each party shall keep secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under the Agreement and shall not use nor disclose that Confidential Information except for the purposes of the proper performance of the Agreement or with the prior written consent of the other party.
9.2 The Supplier shall ensure that each Delegate complies with the obligations of confidentiality set out in this Agreement and in particular the Supplier shall ensure that each Delegate keeps any information disclosed by any other Delegate(s) confidential.
10 FORCE MAJEURE
10.1 The Supplier shall not be liable for delay or failure to perform any obligation under the Agreement if it is prevented from doing so by Force Majeure, provided that it shall notify the Client as soon as reasonably practicable of the event of Force Majeure and shall keep the Client informed of its continuance and of any relevant change of circumstances whilst such event of Force Majeure continues.
10.2 If the Force Majeure continues for longer than fourteen days, the Supplier may, after such fourteen-day period and at any time whilst such event of Force Majeure continues, by notice in writing to the Client terminate (without liability) the Agreement immediately.
11 TERMINATION
11.1 Either party may immediately terminate the Agreement without liability by giving notice in writing to the other party if: a) the other party commits a material breach of any of its obligations under the Agreement that is incapable of remedy; b) the other party fails to remedy, where capable of remedy, any breach of any of its obligations under the Agreement for fourteen days after having been required in writing to remedy such breach; c) the other party has a liquidator, receiver, administrative receiver, administrator, nominee, supervisor or other similar officer appointed in respect of itself or any of its assets under the law of any jurisdiction or notice is given of the intention to make any such appointment; d) the other party in the reasonable opinion of the terminating party is unable to pay its debts as they fall due or, in the reasonable opinion of the terminating party, the aggregate value of all its assets is less than that of all its liabilities (including its contingent and prospective liabilities); or e) the other party suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.
11.2 The termination of the Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
11.3 On termination of the Agreement for any reason whatsoever each of the parties shall immediately return to the other party (or, if the other party so requests by notice in writing, destroy) all of the other party’s property in its possession at the date of termination, including all of its Confidential Information, together with all copies of such Confidential Information, and shall make no further use of such Confidential Information.
12 GENERAL
12.1 The Agreement and all documents expressly referred to in it contain the entire agreement between the parties in relation to its subject matter and supersede any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter.
12.2 No purported alteration or variation of the Agreement shall be effective unless it is in writing, refers specifically to the Agreement and is signed by each of the parties to the Agreement.
12.3 A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
12.4 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
12.5 No failure, delay or omission by the Agreement in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
12.6 The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Updated: February 4, 2019