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Dan Bradbury Limited
Terms & Conditions
Introduction:
These Terms and Conditions (“the Agreement”) are agreed between the parties and govern each contract made between the Company and the Customer for the supply of goods and services.
Terms of Agreement:
1. Definitions
1.1 the following words and expressions shall have the following meanings:
“Company, We, Us” means Dan Bradbury Limited a company registered in England & Wales, (Company No: 05882423) whose Registered address is Clarence House, Clarence Street, Leamington Spa, Warwickshire, CV31 2AD. United Kingdom
“Confidential Information” means all information passing from one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of this Agreement), including but not limited to trade secrets, drawings, know-how, techniques, business and marketing plans and projections, arrangements and agreements with third parties, customer information, formulae, suppliers, concepts not reduced to material form, designs, plans and models, products, training materials, financial information;
“Business Day” means any day on which the banks are open for normal banking business in the City of London (other than Saturdays or Sundays);
“Customer, Delegate, You, Member” means any party who has contracted with the Company pursuant to this Agreement
“Content” means all materials created or supplied by the Customer to the Company and all materials developed by the Company in the course of the provision of Services;
“Commencement Date” means the date of this Agreement;
“Intellectual Property” means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any Confidential Information, business names and logos, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
“Payment” means any payment made in respect of a Referred Client or any payment from the Customer in accordance with Clause 6;
“Personnel” means any employee or officer including any agent or contractors of the Company;
“Product” means any product offered for sale by Dan Bradbury Limited;
“Referred Client” means a client of the Company
“Self Sourced Client” means a client you have sourced yourself and is not a Referred Client
“Services” means all courses, training, assessment and memberships
“VAT” means Value Added Tax at the prevailing rate at the Commencement Date
2. Interpretation
2.1 Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement.
3. Appointment of the Company
The Customer appoints the Company to provide the Services and/or Products within the timeframe on the terms and conditions of this Agreement. The Company accepts the appointment on the terms and subject to the conditions of this Agreement.
4. Obligations of the Company
4.1 The Company will provide the Services and/or Products in accordance with this Agreement and in accordance with any lawful requests and directions of the Customer from time to time during the term of this Agreement which relate to the provision of those Services and/or Products.
5. Obligations of the Customer
5.1 The Customer will provide the Company with all relevant information and access to such information that the Company may require to carry out the Services
5.2 The Customer will give adequate publicity and recognition to the Company as directed by the Company
6. Cost & Payment
6.1 The Customer will pay to the Company the Payment (exclusive of VAT) being the total cost quoted for the Services and/or Products.
6.2 The Company agrees to pay the Customer in respect of Referred Clients in accordance with Clause 10.6
6.4 All Delegates must commit to a payment plan upon agreeing to these terms for any Course/Product/Membership.
6.5 Any bonus items and Course materials will not be made available until the Company is in receipt of at least 50% of Course fees or any such amount that the Company shall state from time to time.
7. Late Payment
All invoices submitted by the Company to the Customer are due for payment on the due date as detailed on the invoice. Late payment will be subject to the following:
7.1 In the event of a missed payment, all outstanding Course/Product payments are immediately due. In the event of a missed payment for a membership, your membership will be immediately suspended and placed on hold. An administration fee may also be charged.
7.2 The Company will charge an administration fee of £10.00 plus VAT for each letter sent to chase late payment
7.3 Late Payments will attract interest at the rate of 8% for each day that the invoice remains unpaid following the due date.
8. Course Bookings
8.1. Delegates must inform the Company of the date of their chosen event within 14 days of their booking. Failure to do so will result in the booking being deemed a cancellation and all monies paid will be forfeited and not eligible for a refund. Bookings will be accepted by telephone, email, post or in person.
8.2 Upon receipt of your course booking you will be sent an acknowledgement from the Company setting out the full details of the course booked.
8.3 All deposits and/or payments must be paid in full at the time of booking
8.4 Travel expenses, accommodation, meals and refreshments are not included in the Course price, unless specifically stated. You will be expected to settle any invoices yourself directly with the venue.
8.5 Should a Course be cancelled or withdrawn due to circumstances beyond the Company’s control, you will be entitled to transfer to an identical Course commencing within 12 months of the date of commencement of the cancelled event. No refund will be given if there is an identical Course available.
8.6 We reserve the right to move any event to another venue within a 60-mile radius of the originally named venue providing you with not less than 48 hours notice.
8.7 Specific event content may be subject to cancellation or alteration at any time, without prior notification.
8.8 Speakers may be subject to change or cancellation at any time, without prior notification.
9. Personnel
9.1 The Company shall ensure that it has sufficient, suitable Personnel to perform its obligations under this Agreement.
9.2 The Company will immediately notify you if the Personnel are unavailable or unable to perform this Agreement and will nominate suitable replacement Personnel.
10. Referred Clients
Once we are satisfied that you are of sufficient competence we will provide you with the contact details of your first Referred Client. You agree to be bound by the following terms:
10.1 You will be required to schedule a session for a mutually convenient time between you and the Referred Client at a suitable venue (going to the clients place of work is recommended). This session must be arranged within 30 days of receipt and scheduled to take place within 60 days. If it is not possible to arrange the session within these timescales the Referred Client must be passed back to the Company.
10.2 We shall endeavour to allocate you Referred Clients which are closest geographically to your trading address. However, this cannot be guaranteed and you agree that you may have to travel on occasions.
10.3 The sessions are for 'short days', typically 4-5 hours in length. It is recommended that you commence at approximately10am, take an hour for lunch around 12.30pm (as this gives you chance to get to know your client on a more personal level) and then work until approximately 4pm. The session must be of a minimum duration of 4 hours.
10.4 Upon completion of the session you will ask the Referred Client to fill in a feedback/evaluation form which you agree to submit to the Company within 48 hours of the session taking place which must be submitted via a unique link on the Company’s website. Failure to return this feedback may result in the Company ceasing to provide you with further Referred Clients.
10.5 Providing the feedback from the Referred Client remains of a standard acceptable to the Company, we will then provide you with the contact details of your next client and we guarantee to give you 10 clients at a flat rate of £250 within a 6 month time period.
10.6 Upon satisfactory completion of the session and receipt of the completed feedback form, you can immediately invoice us for £250.00 (plus VAT at the prevailing rate, if applicable). Your invoice will be paid within 30 days of receipt on the basis that the Company has received full payment from the Referred Client for the session.
10.7 You may agree additional sessions with Referred Clients in accordance with the following:
10.7.1 Referred Clients are always clients of the Company even if you arrange additional sessions yourself.
10.7.2 You may provide additional sessions to Referred Clients. However, these additional sessions must be arranged and carried out in consultation with the Company.
10.7.2 Any payment in respect of any additional session must be done via the Company and the client will pay us directly and then we pay you, as per the initial session (see Clause 10.6). This will be discussed in more detail at the Course.
10.7.3 Please note some clients will have signed up for more than one session, therefore you may get 2 or more sessions with the same client in any event.
10.8 Where you have sourced a client yourself and it is not a Referred Client you may invoice the client and receive payment direct. You do not have to pay any part of your consultancy fee to the Company.
10.9 However, we would expect you to charge considerably more than £250 per session. Our objective is to help you find your own clients and build a successful consultancy business for yourself as soon as possible.
10.10 We would expect you to provide us with ongoing feedback from Self Sourced Clients in order that we can monitor your progress and so we can continue to provide you with Referred Clients.
10.11 The Company has no obligation to pass Referred Clients to you.
11. Performance and Competence
Throughout the duration of a Course you will be assessed by the Company’s team to ensure that you are of sufficient competence to engage Referred Clients from the Company. There are several factors that will allow us to determine that you are ready and competent to accept the Company’s Referred Clients:
11.1 Ongoing assessment at the 3 day training by the Company’s team. It is therefore vital that you attend the whole of the training.
11.2 Delivering one 'practice session' to a client sourced by you. This can be a friend or colleague, paid or free, it doesn't matter) and having them complete a feedback form that is sent to us. The practice session achieves 2 outcomes. First, it gives you a chance to field test the skills you learn at the 3 day training and provides us with feedback from a 'real' client before you are provided with any Referred Clients. Secondly, if a coach is unable to find one person to deliver a session to, even when it’s free, then they are extremely unlikely to go and find their own paying clients after the program and therefore it is likely that we will consider that they are not suitable to participate in the programme.
11.3 In the unlikely event we feel that you are not yet competent to receive Referred Clients at the end of the 3 day training Course, either Dan Bradbury or a member of the Company’s team of experienced business coaches will provide you some extra mentoring until you are ready.
11.4 If, for whatever reason, at the end of the Course and/or after any additional support, we are not satisfied that you will be able to reach the required standard within a reasonable period of time or we consider that there is a lack of motivation or effort on your part, we may decide not to provide you with any Referred Clients and we will refund you your Course fee in full.
11.5 If you fail to attend any part of the Course or we consider that you have not participated in any part of the scheduled activities or training, or lack the motivation or desire to proceed with the Course, or we consider that you have only attended the Course in order to receive Referred Clients, then we reserve the right to ask you to leave the Course before its conclusion and you will received a refund of your Course fee in full.
11.6 If you complete the Course but you decide that you do not wish to progress to becoming a coaching clients, then no refund of the Course fee will be provided if we consider that you would be considered competent to receive Referred Clients.
12. Changes & Cancellation
12.1 If you wish to make any change(s) to your order for Products/Services an administration fee may be payable.
12.2 If you wish to cancel your order for a Product or Service, we must receive written notification by post within 7 days of your order/or the date that this contract was signed to the following address: Dan Bradbury Ltd, Clarence House, Clarence Street, Leamington Spa, Warwickshire, CV31 2AD. United Kingdom.
12.3 If you are a member and wish to cancel your membership, we must receive written notification by post no later than 15 days before your next billing cycle to the following address: Dan Bradbury Ltd, Clarence House, Clarence Street, Leamington Spa, Warwickshire, CV31 2AD. United Kingdom.
12.4 Upon cancellation of membership, you must also return or reimburse Dan Bradbury Ltd to the full price for any bonuses and Course materials received with the purchase of the Course/product/membership. An administration fee may also be charged.
12.5 When booking a Service, delegates must inform the Company of the date of their chosen event within 14 days of their booking. Failure to do so will result in the booking being deemed a cancellation and all monies paid will be forfeited and not eligible for a refund.
13. Complaints
13.1 If we receive a complaint regarding any aspect of the coaching provided by you to a Referred Client.
13.2 If you have a complaint about any Service or Product then this should be set out in writing to the Company.
13.3 All complaints will be dealt with in accordance with the firm’s complaints policy.
14. Indemnity
14.1 Each party (“the first party”) indemnifies and undertakes to keep indemnified the other party, its officers, employees and agents (“the second party”) against any loss, damage, liability, costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party by any person or arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with this Agreement whether arising from any failure by the first party to comply with the terms of this Agreement, infringement of any Intellectual Property rights or otherwise.
14.2 The indemnity extends to and includes all costs, damages and expenses reasonably incurred by the second party in defending any such action, proceeding, claim or demands.
15. Termination
15.1 This Agreement may be terminated in writing by either party on the occurrence of any of the following:
15.1.1 in respect of any breach of this Agreement;
15.1.2 either party becomes insolvent within the meaning of the Insolvency Act 1986
15.1.3 you act in a way which damages the reputation of the Company
15.1.4 in respect of any default in clause 15.2
15.2 A party will be deemed to be in default of this Agreement if:
15.2.1 non payment of any Fee by the due date
16. Consequences of Termination
16.1 Where termination is by default pursuant to clause 15.2, the Company shall be entitled to render an invoice to the Customer in respect of any Services completed but not yet invoiced.
17. Intellectual Property Rights
17.1 Ownership of and Intellectual Property in all course materials remains vested at all times with the Company.
18. Confidentiality
18.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except as provided in this clause 18.
18.2 Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
18.3 The parties' obligations to keep any information confidential will survive the termination of this Agreement.
18.4 The obligations of confidentiality under this Agreement do not extend to information that:
18.5.1 Was already in possession of both parties prior to the Commencement Date;
18.5.2 Any information which is in the public domain unless that information has been disclosed by default by party to this Agreement after the Commencement Date
18.5.3 Any information which is required to be disclosed by law or by order of the Court in England and Wales
19. Non Solicitation
The Customer undertakes that for the duration of this Agreement and for a period of 12 months after its Termination it will not seek to directly or indirectly engage or solicit any employee, contractor, director or officer of the Company to carry out work directly for the Customer in any capacity either employed or upon a Consultancy basis.
20. Data Protection
Each party agrees and warrants to the other that it will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 including the storing and processing of personal data and all personal data acquired by it. Each party agrees to indemnify each other in respect of any loss, damage, liability, costs or expenses incurred by the other party by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.
21. Conflict
25.1 In the event of ambiguity or conflict between any of the provisions of terms and the Schedules or Annexure, the provisions of this Agreement shall prevail over the Schedules or Annexure to this Agreement.
25.2 These terms shall prevail over any written terms and conditions of the Customer.
25.3 Any modification or amendments to these terms must be agreed between the parties in writing
22. Notices
22.1 Any notice, request or other communication shall be in writing and may be delivered or sent by hand (or if the recipient is in a different country by courier), first class post or by e-mail transmission to the other party to be served at its address appearing in the Proposal.
22.2 Any such notice or document shall be deemed to have been served if delivered personally at the time of delivery.
22.3 Correctly addressed notices sent by first class mail shall be deemed to have been delivered 48 hours (10 days if a different country) after posting (and in proving service by post it shall be sufficient to prove that the notice was properly addressed and posted), and correctly directed email transmissions shall be deemed to have been received instantaneously on transmission.
27.5 E-mails shall be deemed to have been received instantaneously unless an error or delay notification is received by the sender.
23. Assignment
Neither party may assign or otherwise transfer any of the rights, duties and obligations contained in this Agreement without the prior written consent of the other party.
24. General
Nothing in this Agreement shall be construed as creating a partnership, association, joint venture, agency or employment relationship between the parties and neither party shall have the power or authority to bind the other party, contract in the name of that party or to create a liability against the other party without the prior written consent of that party.
25. Force Majeure
Neither party shall be liable for any delay or failure to perform any obligation contained in this Agreement if such delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such failure shall continue for a period of least 14 days then the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice.
26. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.