Terms & Conditions of Business
Effective date: 1st October 2023
The Gleevolution Factory, Registered in England, registration number 14986294
July 2023
1. General
All work carried out by The Gleevolution Factory or any of its employees and authorised deliverers for a client (“the Client”) will be subject to these terms and conditions unless otherwise expressly agreed between The Gleevolution Factory and the Client in writing.
2. Definitions
The following terms shall have the following meanings:
2.1 “Agreement”: the agreement between the parties for the provision of the Services.
2.2 “Payments”: the sums due to The Gleevolution Factory in payment for providing the Services under the Agreement.
2.3 “Services”: the services agreed to be provided to the Client by The Gleevolution Factory or any of its presenters.
2.4 “Term”: the period of the Agreement during which The Gleevolution Factory shall provide the Services.
3. Payment
3.1 Unless specified separately in writing, on confirmation of booking, an invoice for Payment of the Services will be sent to the Client electronically, or, upon requested, to an address specified by the Client.
3.2 All fees payable for the Services, unless otherwise stated in writing, are exclusive of VAT other duties and taxes and out-of-pocket expenses and disbursements which are themselves payable in addition of any work.
3.3 Expenses will be charged and these may be subject to separate invoice(s) as and when the expense is incurred.
3.4 In the event that the Client fails to make payment of any invoice within the period stipulated above The Gleevolution Factory reserves the right without prejudice to any other rights it may have to interrupt the carrying out of the Services until such time as the Client has met all its outstanding liabilities to The Gleevolution Factory.
3.5 Payment by the Client of the invoice shall be made by bank transfer to the account detailed on the invoice to The Gleevolution Factory or its designated agent. 50% of content preparation and delivery is required prior to the planning meeting, with the remaining 50% payable strictly within 30 days after the event.
3.6 Expenses that have been agreed between The Gleevolution Factory and The Client will be recharged at cost to The Client and will be paid by the Client within 7 days of receiving a receipt for the expenses.
4. Cancellation
4.1 The Client may, by notice in writing, cancel the Agreement at any time before the end of the Term and shall thereupon be liable to pay The Gleevolution Factory the full amount of any outstanding monies due. In the event of prior cancellation, the following charges will apply:
• Between 30 – 60 days’ notice 50% of total
• Between 20 – 30 days’ notice 75% of total
• Less than 20 days’ notice 100% of total
4.2 The same notice periods and cancellation charges apply for delegates of any programme offered by The Gleevolution Factory with open attendance where a replacement delegate is unable to be substituted. Substitution is allowed up to 3 working days before the programme commences.
5. Delay
5.1 If the Client wishes to vary any details of the schedule of work they must notify The Gleevolution Factory in writing as soon as possible. The Gleevolution Factory shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
5.2 If, due to circumstances beyond The Gleevolution Factory’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. The Gleevolution Factory, shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
6. Confidentiality
The Gleevolution Factory or its employees shall not at any time during or after the Term divulge or allow to be divulged to any person, firm or corporation any confidential information relating to the business or affairs of the Client without the prior written consent of the Client.
7. Personal data
7.1 Data supplied by the Client to The Gleevolution Factory will solely be held and/or processed in the manner agreed and only for the purposes of carrying out the agreed Services provided by The Gleevolution Factory.
7.2 The Gleevolution Factory shall not permit the disclosure of such personal data to any third party unless specifically authorised in writing by the Client; and
7.3 shall comply in all respects with the Data Protection Act 2018 and shall not do or permit anything to be done which might jeopardise or contravene the terms of the Company’s registration under the Act.
7.4 A full statement of the current Privacy Policy can be found in The Gleevolution Factory Privacy Policy. The Privacy Policy is expressly incorporated into this agreement by this reference.
8. Terms of use – third parties
8.1 To use some of the Services provided by The Gleevolution Factory, the Client may be required to register their details and create an account with a third party.
9. Employment
If, during the course of or subsequent to, the delivery of the Services the client makes an offer of employment to any employee of The Gleevolution Factory, a fee equivalent to 200% of the total annual remuneration and benefits package will be paid to The Gleevolution Factory. Any outstanding monies due for other services will continue to be paid according to the agreement made at that time.
10. Intellectual property
10.1 All Intellectual Property including copyrights, letters patent, trademarks, service marks, registered designs and utility models relating to the resources of The Gleevolution Factory and used by it or it’s employees and authorised deliverers in the course of providing the Service to the Client shall remain at all times the exclusive property of The Gleevolution Factory.
10.2 Client employees or contractors are not permitted to use The Gleevolution Factory Intellectual Property for the purpose of internal or external presentations, awareness sessions or training unless permitted by means of a separate licence agreement.
10.3 Personal use of The Gleevolution Factory Intellectual Property is allowed by anyone trained under this agreement.
11. Liability
Neither The Gleevolution Factory nor any of its employees shall be liable to the Client for any loss, damage, costs or expenses incurred by the Client as a result of the implementation of any report or recommendations arising out of the provision to the Client of the Services.
12. Exclusions
While The Gleevolution Factory strives to maintain the high standard and quality of the Services at all times,neither The Gleevolution Factory nor its employees or authorised deliverers provide the Services subject to any express or implied warranty condition representation or stipulation and the same whether arising hereunder or by statute or at Common Law are hereby excluded.
13. Receipt
The receipt of money by The Gleevolution Factory, shall not be construed as an acceptance of such money as the correct amount due and owing to The Gleevolution Factory.
14. Force Majeure
Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the provision of the Services impossible whereupon all money due under this agreement shall be paid immediately and in particular the Client shall immediately pay to The Gleevolution Factory all arrears of Payments.
15. Severability
The invalidity of the whole or any part of any of these Terms and Conditions shall not affect the validity of the remaining part of the particular condition of these Terms and Conditions.
16. Assignment
No assignment by the Client of the Agreement or any part thereof shall be permitted without The Gleevolution Factory’s prior approval in writing.
17. Waiver
The failure by The Gleevolution Factory to enforce at any time or for any period any one or more of the terms or conditions of the term and condition hereof shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions hereof.
18. Jurisdiction
The Agreement shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the Courts of England.
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