Tuuli Bell Ltd
STANDARD TERMS OF BUSINESS
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Coachee: certain of your employees when you engage with us as a coach to provide coaching services (“Services”) for.
Confidential Information: confidential information in whatever form relating to your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Individual: means Dr Tuuli Bell of 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom or such other person as specified in the Proposal.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.
Proposal: your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to you in a consultancy capacity as set out in the Proposal.
Substitute: a substitute for the Individual appointed under the terms of clause 0.
Terms: the terms and conditions set out in this document.
We/us: Tuuli Bell Ltd with our registered office at 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom, a company registered in England and Wales under company number 12109468. Our VAT registration number is 12109468.
writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.2 If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3 These Terms shall become binding on you and us and a contract shall be formed between us upon the earlier of (a) you signing and returning to us the Proposal; or (b) you instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or orally), whichever is the earlier.
2.4 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.
You will:
3.1 provide to us all the information we reasonably request to allow us to provide the Services;
3.2 co-operate with us in all matters relating to the Services;
3.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
(a) provide the Services with all due care, skill and ability;
(b) unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract.
4.2 We may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services in place of the Individual, provided that the Substitute shall be required to enter into direct undertakings with you, including with regard to confidentiality. If you accept the Substitute, we shall continue to invoice you in accordance with clause 5 and shall be responsible for the remuneration of the Substitute.
4.3 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
5.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Proposal.
5.3 For Services where the Proposal refers to one single payment, we will invoice you for the fixed price in advance.
5.4 Where the Proposal refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.5 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates as amended from time to time;
(b) our daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
(c) we shall be entitled to charge at an overtime rate of 20% of the normal rate for part days and for time worked outside the hours referred to in condition 5.4(b) above on a pro-rata basis; and
(d) we will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.6 Where no specific Consulting Sessions are specified in the Proposal or where you wish to book additional Consulting Sessions, you may agree these with us by telephone or email.
5.7 Where additional Consulting Sessions are booked, we will invoice you after you have made a booking, and before the relevant Consulting Session(s) and you must pay us in full in cleared funds before the relevant Consulting Session.
5.8 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
5.9 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 10 days of the date of the invoice.
5.10 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of NatWest, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.11 All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
6.1 You may cancel any Coaching Session (but no other Services) by notice in writing to us.
6.2 On cancellation of a Coaching Session you must pay us the following fees:
(a) if notice of cancellation is received 48 hours or less before the start of the relevant Training Session, a cancellation fee of 100% of the fee for the Coaching Session;
(b) if notice of cancellation is received 7 days or less before the start of the relevant Coaching Session, a cancellation fee of 50% of the fee for the Coaching Session;
(c) if notice of cancellation is received more than 7 days but less than 14 days before the start of the relevant Coaching Session, a cancellation fee of 25% of the fee for the Coaching Session; and
(d) if notice of cancellation is received more than 14 days before the start of the relevant Coaching Session no cancellation fee is payable.
8.2 You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.
8.3 The restrictions in clauses 0 and 0 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom the information relates; or
(b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
8.4 All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
9.1 We will process your personal data in accordance with our Privacy Notice that you can view at https://www.tuulibell.com/privacy.html
10.2 You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
10.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
11.1 We may terminate this Contract on 2 months’ notice for any reason with no liability to provide any further services to you.
11.2 You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
113.. Notwithstanding the provisions of clause 11.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
(a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business;
(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
(h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or
(j) you cease, or threaten to cease, to trade; or
(k) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
(l) being an individual, you are subject to a bankruptcy order or are made bankrupt.
11.4 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
11.5 We shall not be obliged to retain documents and information relating to you after termination of this Contract.
11.6. Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 2 months’ written notice to the other party.
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your employee, worker, agent or partner and we shall not hold ourselves out as such.
14.2 If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
14.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
14.5 We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and us providing the Services.
14.6 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
14.7 This clause 14 shall survive termination of the Contract.
All notices sent by you to us must be sent to Dr Tuuli Bell, 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom or by email to [email protected]. We may give notice to you at either the e-mail or postal address you provide to us in the Proposal or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
16.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
16.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
17.2 No failure or delay by us to exercise any right or remedy provided under these Terms 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.
17.3 Except as set out in these Terms, 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 us.
17.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
17.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts
(a) Other than as set out in clause 4.1, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, we do not guarantee any particular results.
(b) We shall provide such number of Sessions to such Coachees as is specified on our invoice or as agreed in our proposal or email communications between us.
(c) Each appointment at which the Services are provided (Session) will last for a maximum of one hour and will either take place online, at your offices, or third party venues.
(d) Where Sessions are held in third party venues, you agree to procure that the Coachee shall comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You acknowledge that the Coachee will be required to leave the venue if he or she does not comply with such policies and rules (and we shall not be obliged to refund you any amounts paid in relation to such Session).
(e) Where Sessions are held at your venue, you agree to procure that all facilities reasonably requested by us are available at the requested time and date and you acknowledge that if such facilities are not provided adequately by the requested time and date we may be unable to provide the Session, in which case the amount payable for such Session shall remain due and payable. You further agree to ensure that your venue complies with all Health & Safety legislation and otherwise any applicable laws and regulations and shall indemnify us in relation to the same.
(f) You acknowledge that each Coachee is responsible for his or her belongings taken to a Session and that neither we nor any third-party venue will be liable for any loss, damage, theft or destruction of any of such belongings.
(g) You agree to indemnify us and keep us indemnified against any claim, costs, charges, expenses, fines, demands, fees (including reasonable professional fees) or any other liability that we suffer arising out of the actions or inactions of a Coachee in relation to the Services provided pursuant to this Agreement.
(h) We will ask each Coachee to complete a questionnaire in advance of our first Session and you will procure that the Coachee provides true and accurate answers to the questions.
18.2 Fees: In consideration of us providing the Services to you:
(a) Where we are providing the Services on a rolling hourly basis, you will pay us a fee for each Session of £218.75 per hour exclusive of VAT. Where a Session lasts for less than one or more full hours or more than one full hour, the fees will be calculated pro rata at a rate of £54.69 for each quarter of an hour. We will invoice you monthly in arrears for such fees set out in this Clause 18.2 (together with VAT which shall be charged in addition to the fees, where appropriate).
(b) Where we are providing a set number of hours of the Services as shown in our invoice, you will pay us the total amount set out on the invoice (together with VAT which shall be charged in addition to the fees, where appropriate) in the instalments shown on the invoice.
18.3 If a Coachee contacts us between scheduled Sessions then we may at our discretion provide a brief response to the Coachee free of charge. If however we consider that more time is needed to deal appropriately with such communication then we may either:
(a) advise the Coachee to arrange an additional Session (at the fees set out in Clause 18.2 above); or
(b) inform you or the Coachee of the time we would need to spend in responding to the Coachee and the fee which would be payable by you for such a response. We will obtain your approval to such fee before incurring any fees.
18.4 You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by the Coachee in connection with the Coachee’s participation in the Sessions.
18.5 You shall reimburse us for all travel, accommodation and other subsistence costs and all other expenses incurred by us in providing the Services, subject to us providing you with valid receipts and/or mileage claims. Mileage shall be reimbursed at 45p per mile. Airplane travel over 1 hour shall be business class. Train travel shall be business class.
18.6 As is good practice in coaching, our coaches undertake coaching and are part of supervision groups. You agree that we may disclose any issues which arise out of the Sessions with our coach, supervisor and/or supervision group but we agree only to disclose such issues on a general basis and without disclosing your name or the name of the Coachee
18.7 The Coachee may disclose to third parties such information about the Sessions that are confidential to him or her as he or she wishes. However in the event of group Sessions, you shall procure that each Coachee keeps all information that is confidential to other attendees strictly confidential and you shall indemnify us in relation to the same should Coachee disclose such information. We shall not be obliged to disclose any information revealed by a Coachee in a Session to you.
18.8 Data protection and intellectual property
(a) You acknowledge and agree that your personal data (and the data of each Coachee) will be processed by and on behalf of us as part of us providing you with the Services in accordance with our Privacy Notice that you can view at https://www.tuulibell.com/privacy.html. You warrant that you have obtained the consent of each Coachee to us using their personal data to provide the Services and have provided them with a copy of our Privacy Notice.
(b) We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you, to the Coachee or to any other person.
(c) You shall not at any time (and shall ensure that each Coachee shall not) copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions.
(d) We grant to you and each Coachee a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.
(e) You shall not (and shall procure that each Coachee shall not) without our prior written consent make any audio or visual recordings of all or any part of our Sessions. We may from time to time make any audio or visual recordings of all or any part of our Sessions either for use as part of the Sessions, for our own internal purposes and for marketing purposes. When using recordings for our marketing purposes, we shall ensure that no confidential information is disclosed. You warrant that you have obtained the consent of each Coachee to us filming and recording them during the Sessions and will let us know immediately if any Coachee withdraws such consent prior to them being filmed.
(f) You agree that we may name you as a client and describe the services as part of a case study for our marketing purposes.
Due to the nature of coaching, we do not guarantee any particular result. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
(a) this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);
(b) in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 1.1).
STANDARD TERMS OF BUSINESS
- Interpretation
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Coachee: certain of your employees when you engage with us as a coach to provide coaching services (“Services”) for.
Confidential Information: confidential information in whatever form relating to your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Individual: means Dr Tuuli Bell of 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom or such other person as specified in the Proposal.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.
Proposal: your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to you in a consultancy capacity as set out in the Proposal.
Substitute: a substitute for the Individual appointed under the terms of clause 0.
Terms: the terms and conditions set out in this document.
We/us: Tuuli Bell Ltd with our registered office at 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom, a company registered in England and Wales under company number 12109468. Our VAT registration number is 12109468.
writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- Basis of Agreement
2.2 If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3 These Terms shall become binding on you and us and a contract shall be formed between us upon the earlier of (a) you signing and returning to us the Proposal; or (b) you instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or orally), whichever is the earlier.
2.4 Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3.
You will:
3.1 provide to us all the information we reasonably request to allow us to provide the Services;
3.2 co-operate with us in all matters relating to the Services;
3.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
- Our Duties
(a) provide the Services with all due care, skill and ability;
(b) unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;
(c) use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract.
4.2 We may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services in place of the Individual, provided that the Substitute shall be required to enter into direct undertakings with you, including with regard to confidentiality. If you accept the Substitute, we shall continue to invoice you in accordance with clause 5 and shall be responsible for the remuneration of the Substitute.
4.3 We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
- Fees and Booking
5.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Proposal.
5.3 For Services where the Proposal refers to one single payment, we will invoice you for the fixed price in advance.
5.4 Where the Proposal refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.5 Where the Services are provided on a time-and-materials basis:
(a) the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates as amended from time to time;
(b) our daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
(c) we shall be entitled to charge at an overtime rate of 20% of the normal rate for part days and for time worked outside the hours referred to in condition 5.4(b) above on a pro-rata basis; and
(d) we will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.6 Where no specific Consulting Sessions are specified in the Proposal or where you wish to book additional Consulting Sessions, you may agree these with us by telephone or email.
5.7 Where additional Consulting Sessions are booked, we will invoice you after you have made a booking, and before the relevant Consulting Session(s) and you must pay us in full in cleared funds before the relevant Consulting Session.
5.8 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
5.9 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 10 days of the date of the invoice.
5.10 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of NatWest, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
5.11 All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us or the Individual in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
6.1 You may cancel any Coaching Session (but no other Services) by notice in writing to us.
6.2 On cancellation of a Coaching Session you must pay us the following fees:
(a) if notice of cancellation is received 48 hours or less before the start of the relevant Training Session, a cancellation fee of 100% of the fee for the Coaching Session;
(b) if notice of cancellation is received 7 days or less before the start of the relevant Coaching Session, a cancellation fee of 50% of the fee for the Coaching Session;
(c) if notice of cancellation is received more than 7 days but less than 14 days before the start of the relevant Coaching Session, a cancellation fee of 25% of the fee for the Coaching Session; and
(d) if notice of cancellation is received more than 14 days before the start of the relevant Coaching Session no cancellation fee is payable.
- Other activities
- Confidential information and our materials
8.2 You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.
8.3 The restrictions in clauses 0 and 0 do not apply to:
(a) any use or disclosure required by law or authorised by the party to whom the information relates; or
(b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
8.4 All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
9.1 We will process your personal data in accordance with our Privacy Notice that you can view at https://www.tuulibell.com/privacy.html
- Intellectual property
10.2 You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
10.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
11.1 We may terminate this Contract on 2 months’ notice for any reason with no liability to provide any further services to you.
11.2 You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
113.. Notwithstanding the provisions of clause 11.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
(a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business;
(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
(h) a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets; or
(i) you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt; or
(j) you cease, or threaten to cease, to trade; or
(k) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
(l) being an individual, you are subject to a bankruptcy order or are made bankrupt.
11.4 Our rights under this clause 11 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
11.5 We shall not be obliged to retain documents and information relating to you after termination of this Contract.
11.6. Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 2 months’ written notice to the other party.
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either party's outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your employee, worker, agent or partner and we shall not hold ourselves out as such.
- Limitation of Liability
14.2 If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
14.3 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the judgment. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.
14.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
14.5 We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and us providing the Services.
14.6 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
14.7 This clause 14 shall survive termination of the Contract.
All notices sent by you to us must be sent to Dr Tuuli Bell, 1 Derwent Business Centre, Clarke Street, Derby, Derbyshire, DE1 2BU, United Kingdom or by email to [email protected]. We may give notice to you at either the e-mail or postal address you provide to us in the Proposal or as subsequently notified by you. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
16.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
16.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
- General
17.2 No failure or delay by us to exercise any right or remedy provided under these Terms 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.
17.3 Except as set out in these Terms, 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 us.
17.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
17.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts
- Coaching
(a) Other than as set out in clause 4.1, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, we do not guarantee any particular results.
(b) We shall provide such number of Sessions to such Coachees as is specified on our invoice or as agreed in our proposal or email communications between us.
(c) Each appointment at which the Services are provided (Session) will last for a maximum of one hour and will either take place online, at your offices, or third party venues.
(d) Where Sessions are held in third party venues, you agree to procure that the Coachee shall comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You acknowledge that the Coachee will be required to leave the venue if he or she does not comply with such policies and rules (and we shall not be obliged to refund you any amounts paid in relation to such Session).
(e) Where Sessions are held at your venue, you agree to procure that all facilities reasonably requested by us are available at the requested time and date and you acknowledge that if such facilities are not provided adequately by the requested time and date we may be unable to provide the Session, in which case the amount payable for such Session shall remain due and payable. You further agree to ensure that your venue complies with all Health & Safety legislation and otherwise any applicable laws and regulations and shall indemnify us in relation to the same.
(f) You acknowledge that each Coachee is responsible for his or her belongings taken to a Session and that neither we nor any third-party venue will be liable for any loss, damage, theft or destruction of any of such belongings.
(g) You agree to indemnify us and keep us indemnified against any claim, costs, charges, expenses, fines, demands, fees (including reasonable professional fees) or any other liability that we suffer arising out of the actions or inactions of a Coachee in relation to the Services provided pursuant to this Agreement.
(h) We will ask each Coachee to complete a questionnaire in advance of our first Session and you will procure that the Coachee provides true and accurate answers to the questions.
18.2 Fees: In consideration of us providing the Services to you:
(a) Where we are providing the Services on a rolling hourly basis, you will pay us a fee for each Session of £218.75 per hour exclusive of VAT. Where a Session lasts for less than one or more full hours or more than one full hour, the fees will be calculated pro rata at a rate of £54.69 for each quarter of an hour. We will invoice you monthly in arrears for such fees set out in this Clause 18.2 (together with VAT which shall be charged in addition to the fees, where appropriate).
(b) Where we are providing a set number of hours of the Services as shown in our invoice, you will pay us the total amount set out on the invoice (together with VAT which shall be charged in addition to the fees, where appropriate) in the instalments shown on the invoice.
18.3 If a Coachee contacts us between scheduled Sessions then we may at our discretion provide a brief response to the Coachee free of charge. If however we consider that more time is needed to deal appropriately with such communication then we may either:
(a) advise the Coachee to arrange an additional Session (at the fees set out in Clause 18.2 above); or
(b) inform you or the Coachee of the time we would need to spend in responding to the Coachee and the fee which would be payable by you for such a response. We will obtain your approval to such fee before incurring any fees.
18.4 You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by the Coachee in connection with the Coachee’s participation in the Sessions.
18.5 You shall reimburse us for all travel, accommodation and other subsistence costs and all other expenses incurred by us in providing the Services, subject to us providing you with valid receipts and/or mileage claims. Mileage shall be reimbursed at 45p per mile. Airplane travel over 1 hour shall be business class. Train travel shall be business class.
18.6 As is good practice in coaching, our coaches undertake coaching and are part of supervision groups. You agree that we may disclose any issues which arise out of the Sessions with our coach, supervisor and/or supervision group but we agree only to disclose such issues on a general basis and without disclosing your name or the name of the Coachee
18.7 The Coachee may disclose to third parties such information about the Sessions that are confidential to him or her as he or she wishes. However in the event of group Sessions, you shall procure that each Coachee keeps all information that is confidential to other attendees strictly confidential and you shall indemnify us in relation to the same should Coachee disclose such information. We shall not be obliged to disclose any information revealed by a Coachee in a Session to you.
18.8 Data protection and intellectual property
(a) You acknowledge and agree that your personal data (and the data of each Coachee) will be processed by and on behalf of us as part of us providing you with the Services in accordance with our Privacy Notice that you can view at https://www.tuulibell.com/privacy.html. You warrant that you have obtained the consent of each Coachee to us using their personal data to provide the Services and have provided them with a copy of our Privacy Notice.
(b) We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you, to the Coachee or to any other person.
(c) You shall not at any time (and shall ensure that each Coachee shall not) copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions.
(d) We grant to you and each Coachee a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.
(e) You shall not (and shall procure that each Coachee shall not) without our prior written consent make any audio or visual recordings of all or any part of our Sessions. We may from time to time make any audio or visual recordings of all or any part of our Sessions either for use as part of the Sessions, for our own internal purposes and for marketing purposes. When using recordings for our marketing purposes, we shall ensure that no confidential information is disclosed. You warrant that you have obtained the consent of each Coachee to us filming and recording them during the Sessions and will let us know immediately if any Coachee withdraws such consent prior to them being filmed.
(f) You agree that we may name you as a client and describe the services as part of a case study for our marketing purposes.
- Release and disclaimer
Due to the nature of coaching, we do not guarantee any particular result. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
- Force Majeure
- Entire Agreement and Previous Contracts
(a) this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);
(b) in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 1.1).
- Variation