Thank you for considering doing some work with me. Please read the following important terms and conditions before you commit to using my services.
This contract sets out:
- your legal rights and responsibilities;
- my legal rights and responsibilities; and
- certain key information required by law.
The intention is that it will bring clarity to our relationship and protect both of us so please let me know if there are any clauses that you do not understand or that contradict your understanding of our services.
In this contract:
‘I’, ‘me’ or ‘my’ means Tom Battye Coaching Ltd; and
‘You’ or ‘your’ means the person buying or using my services and resources.
If you would like to speak to me about any aspect of this contract, please contact me by e-mail at tom@tombattye.com or 07720 286696.
BACKGROUND
I provide Leadership, Team and Executive Coaching services to businesses (‘services’). My services are not suitable for domestic tasks or consumers and therefore consumer protection legislation does not apply to this agreement.
I am a limited company with company number 07387587 and with its registered office at 6 Lyneham Road, Bicester, Oxfordshire, OX264FD.
Introduction
If you sign up for my services you agree to be legally bound by this contract.
If you use any of my free resources (for example podcasts, workbooks, discovery sessions or any other resources I may offer free of charge from time to time) you also agree to be legally bound by this contract as appropriate, excluding the clauses relating to payment.
When buying any services or using any resources you also agree to be legally bound by:
my website terms of use and privacy policy;
extra terms which may add to, or replace, some of this contract, for example any specific written contract between us;
specific terms which apply to my services, for example programme or service descriptions which may be set out on the webpage for that programme or in email correspondence between us. If you want to revisit these specific terms, please look at the services description I have sent you in an email or request it from me.
All these documents form part of this contract as though set out in full here.
Ordering services from me
Below, I set out how a legally binding contract to buy services between you and me is made:
When booking online, you place an order either on the site by clicking on the relevant payment link or I shall send you the link by email. Placing your order and making payment does not, however, mean that your order has been accepted.
Any quotation given by me before you place an order for services is not a legally binding offer by me to supply such services. Any prices set out in a quotation remain valid for 14 days.
When you decide to place an order for services with me, this is when you make a legal offer to buy such services from me.
I may contact you to say that I do not accept your order, for example if I do not think my services are right for you or there has been a mistake in the pricing or description of the services, or my circumstances have changed since I gave you the quotation for the services.
Alternatively, you may also place an order in writing by email to tom@tombattye.com, following a discussion regarding the services required.
I shall only accept your order when I confirm this to you by sending you a confirmation email or start to provide the services, whichever happens earlier. At this point:
a legally binding contract will be in place between you and me, and
I shall start to carry out the services as set out in the programme description on this website or in a services description agreed between us.
Carrying out the services
The services will be carried out with reasonable care and skill.
We shall use reasonable endeavours to carry out the services within the timescales agreed between us or set out in a services description but time of performance is not of the essence of this contract. This means where we miss a timescale agreed with you, as long as we have used reasonable endeavours to meet the timescale, this will not entitle you to terminate the contract with us or ask for a refund or any form of compensation.
All sessions (including rearranged sessions) must be taken within any timeframe specified in a services description or they will expire.
Where you are entitled to any one to one sessions, you can rearrange any two sessions during a coaching or training programme providing you give us at least 48 hours’ notice. If you give us less than 48 hours’ notice, fail to turn up for a session or have already rearranged 2 sessions in a coaching or training programme, you will be deemed to have taken the session and you will not be able to reschedule it or entitled to any compensation for missing it.
In order to avoid confusion and the possibility of missed or delayed communications, our main forms of communication are limited to emails and pre-arranged telephone calls. Although we may respond to other forms of communication, we can only guarantee a timely response to these forms of communication.
Unless otherwise stated, all sessions usually take place remotely via Zoom or any other means of communication agreed with you in advance. There may be an additional charge for face to face meetings.
Please note that I may record our calls for training purposes and administration purposes and by entering into this contract with me you consent to the recording of our calls for these purposes.
Our carrying out of the services might be affected by events beyond our reasonable control. If so, there might be a delay before we can restart the services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances. We shall try to restart the services as soon as those events have been fixed. Examples of events which might be beyond our reasonable control include pandemics, epidemics, any law or action taken by a government or public authority, internet failure or other IT problems, if one of our team is ill or if you change the scope of the services you require from us.
To the maximum extent permitted by law, we exclude any and all implied warranties in respect of the services, except as expressly set out in this agreement.
Your responsibilities
- You will pay the price for the services as set out in the services description.
- You will provide us promptly with such information and assistance (and ensure that any information is complete and accurate) as we reasonably need to provide the services.
- If you are in breach of this contract, we reserve the right to suspend or curtail the services as we see fit.
You agree:
to obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the receipt by you of the services; and
to ensure that you have the right to share any information or materials with us, including any Intellectual
Property Rights
You warrant that you have the right to disclose the confidential information and any materials to us and to authorise us to use it for the purpose of providing the services.
Prices and payment
All prices quoted are exclusive of VAT where appropriate.
The price for the services is set out in the services description.
For some services we may agree to payment by instalments. The relevant services description will state if we have agreed to accept payment by instalments. If we agree to accept payment by instalments and you fail to make any of the instalment payments on the due date then we shall invoice you immediately for the whole of the outstanding balance and payment for that invoice will be due by return. Our invoices are payable within 30 days.
The fees are non-refundable except, where we cancel the services (other than under 10.3 below), you are entitled to a partial refund for services which you have paid for in advance and which you have not received.
If any of your payments are not paid on the due date we may suspend services until payment has been made in full and we may charge interest on any balance outstanding at the rate of 4 percentage points a year above NatWest Bank plc’s base rate.
We shall be entitled to charge to you any sums reasonably incurred by us in recovering outstanding sums from you including professional and collection agency fees.
Intellectual property
In this agreement, ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
In this clause ‘Deliverables’ means any bespoke documents or other materials produced by us for you and to be supplied to you as part of the services as set out in a services description.
If we provide you with any materials, other than the Deliverables, during the services, whether digital or printed, any Intellectual Property Rights in those materials belongs to us and unless we agree otherwise you can only use those materials for your own internal business purposes to obtain the benefit of our services. You may not use such materials for any other purpose and you may not share them with third parties.
Provided we have received payment in full for our fees, we shall grant you an exclusive licence to use the Deliverables in order to enjoy the benefit of our services under the terms of this agreement.
Confidential Information
For the purpose of these terms, confidential information means any information one party supplies to the other which it reasonably expects to be kept confidential including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.
Each party shall keep the confidential information disclosed to it confidential and, except for the purposes of providing the services, or with the other party’s prior written consent, shall not:
use or exploit the confidential information in any way; or
disclose or make available confidential information in whole or in part to any third party.
The obligations in 7.2 will not apply to confidential information which:
has ceased to be confidential through no fault of the other party;
was already in the possession of the recipient before being disclosed by the other party;
has been lawfully received from a third party who did not acquire it in confidence; or
is required to be disclosed by law.
Neither of us shall use the other party’s confidential information for any purpose other than to perform our obligations under this contract.
Personal Data and Data Processing
In this clause:
Data Protection Legislation means: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
UK Data Protection Legislation means: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.
‘Personal Data’, ‘Data Subject’, ‘Data Processor’ and ‘Data Controller’ shall bear the defined meanings allocated to them in Data Protection Legislation; and
‘Client Personal Data’ shall mean all Personal Data comprised in all documents, information and materials provided by you to us relating to the services.
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Data Protection Legislation and regulatory requirements as defined in clause 8.1 in force from time to time relating to the use of personal data and the privacy of electronic communications (for so long as and to the extent that they apply to each party).
Resolving problems
In the unlikely event that there is a problem with the services, please contact us as soon as possible and give us a reasonable opportunity to sort out any problems with you and reach a positive outcome.
The terms of this contract will apply to any re-performed services.
End of the contract
If a services description specifies a length of time for services to be provided, then subject to clause 10.3 below, the services will terminate at the end of that timeframe.
Either you or we may terminate the services and this agreement immediately if:
the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
the other party commits any other material breach of this agreement and, in the case of a breach capable of being resolved, the breach is not resolved within 30 days of a written request to do so. The written request must expressly refer to this clause and state that the contract for services and this agreement will be terminated if the breach is not resolved; or
the other party commits or threatens to commit or is threatened with any act of insolvency under the Insolvency Act 1986.
If this agreement is ended it will not affect our right to receive any money which you owe to us under it and it will not operate to affect any provisions that expressly or by implication survive termination.
Limit on our responsibility to you
Nothing in this agreement shall limit or exclude our liability for:
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Subject to clause 11.1:
We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit; loss of sales or business; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for our services which gave rise to the loss.
This limitation on liability is an integral part of the commercial bargain between you and us and was a controlling factor in the setting of the fees payable to us under these terms.
Disputes
We shall try to resolve any disputes with you quickly and efficiently.
If we cannot resolve a dispute using our internal complaint handling procedure and either of us want to take court proceedings, the courts of England and Wales will have exclusive jurisdiction in relation to any contract entered into pursuant to this agreement.
The laws of England and Wales will apply to any contract entered into pursuant to this agreement.
Non-disparagement
If there is a dispute between us, you agree not to publicly make any negative or critical comments about our services, or to communicate with any other individual, company or entity in a way that disparages the services or harms our reputation in any way, including on social media.
General
Amending the agreement. No variation of this agreement shall be valid or effective unless it is in writing and is agreed to by us.
This is our entire agreement with you. This agreement constitutes the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in this agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
