Terms & Conditions
Definitions
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"Client" means the individual or entity that engages the services of the Startup Business Coach Studio.
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"Coach" means the individual who provides coaching services to the Client.
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"Coaching Services" means the services provided by the Coach to the Client, including but not limited to:
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Business planning
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Strategy development
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Marketing and sales support
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Team building
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Executive coaching
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"Fees" means the fees charged by the Coach for the Coaching Services.
Agreement
By engaging the services of the Coach, the Client agrees to the following terms and conditions:
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The Client will pay the Fees in accordance with the payment schedule agreed upon by the Client and the Coach.
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The Coach will provide the Coaching Services in a professional and confidential manner.
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The Client will provide the Coach with all information and materials necessary to provide the Coaching Services.
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The Client is responsible for their own actions and decisions, and the Coach is not liable for any losses or damages incurred by the Client as a result of the Coaching Services.
Termination
Either the Client or the Coach may terminate this agreement at any time, for any reason, by providing written notice to the other party.
Governing Law
This agreement will be governed by and construed in accordance with the laws of England and Wales.
Entire Agreement
This agreement constitutes the entire agreement between the Client and the Coach with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Severability
If any provision of this agreement is held to be invalid or unenforceable, such provision will be struck from this agreement and the remaining provisions will remain in full force and effect.
Waiver
No waiver of any provision of this agreement will be effective unless in writing and signed by both parties.
Notices
All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered in person, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:
If to the Client: [Client Name] [Client Address]
If to the Coach: [Coach Name] [Coach Address]
or to such other address as either party may designate in writing from time to time.
Security Service(s)
Where the Service(s) relate to the repair of hacked files or removal of malware the site will be returned in good working order with settings returned to recommended defaults. The Supplier does not guarantee against any future security breach, malware infection or re-infection.
Counterparts
This agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Hosting Service(s)
The Supplier will use reasonable efforts to maintain availability of service but does not guarantee that the Hosting Service(s) will be fault free. Any fault found with the Hosting Service(s) must be reported as soon as possible to the Supplier by either by telephone or email. The Client accepts that the Hosting Service(s) may be subject to downtime caused by scheduled or emergency maintenance or repair.
The Client is responsible for keeping secure the login name and password to their area on the Server and the integrity of their data. The Client shall provide their own backup solution in case their data be lost or become corrupt. The Supplier takes regular backups of servers; however, these backups are only for internal use and must not be relied upon as an alternative to the Client’s own solution.
The Client agrees not to use the Hosting Service(s) to;
i. Upload any virus, trojan or malware which could infect the server(s) or any other machines or allow anyone to store or download infected files;
ii. Publish or disseminate defamatory material or any material which could be in breach of the civil or criminal laws of England and Wales;
iii. Gain access to any information or resources of a third party without permission;
iv. Send unsolicited or spam e-mail;
v. Reduce the performance of server(s) to the detriment of other users;
vi. Upload any material which, in the sole discretion of the Supplier, may be contrary to public decency and morality including (but not limited to) hate content, pornography or overtly tasteless material. The Client accepts that the Supplier may inspect the server(s) at any time and, if any such material has been uploaded, is being linked to or has been transmitted, may immediately terminate the Hosting Service(s).
The Supplier reserves the right to add, improve, modify or deactivate individual features, applications, scripts and programs as necessary in the interests of technical progress, security or availability of technical support to ensure the stable operation and integrity of the Hosting Service(s). The Client agrees to cooperate and be responsible for managing any related adjustments to the Hosting Service(s) if requested to do so.
The Supplier shall take reasonable steps to ensure that any deactivation of individual features, applications, scripts or programs will not result in changes to a core function. If such changes result in changes to a core function and the Supplier is unable to provide a viable alternative, then the Client shall be entitled to a pro-rated refund on cancellation.
The Supplier is not liable for any loss, claim or damage caused by;
i. Failure of backup;
ii. Failure by the Client to make and store regular offsite backups outside of the Hosting Service(s);
iii. Failure of supply of the Hosting Service(s) within a specific timescale;
iv. Scheduled or emergency downtime;
v. Corruption and/or loss of data or code;
vi. Unauthorised access to the Hosting Service(s).
Indemnity
The Supplier shall indemnify the Client against any claim by any other party or entity that the provision of the Service(s) to the Client in accordance with the Agreement infringes any Intellectual Property Rights of that other party or entity.
The Client shall indemnify the Supplier and its subcontractors against any claim by any other party or entity arising from;
i. the use of any text, graphics, photos, designs, code, data, logos, trademarks and artwork supplied or used by the Client in connection with the Agreement; or
ii. the Client’s failure to comply correctly with any laws, regulations, taxes or tariffs relating to the Client’s activities;
iii. The Client’s defamation of another party or entity;
iv. The Client’s publishing or dissemination of material in breach of civil or criminal law of England and Wales.
Third Party Products and Services
The Supplier makes no warranty of any kind, whether express or implied, regarding any third-party products, third party content or any software, plug-ins, equipment, or hardware obtained from third parties that are used with or on the Client’s website.
The Supplier is not responsible for third-party plugins or software that may become unusable or affect performance of the Service(s) because of:
i. updates performed during maintenance or development;
ii. issues caused by the action or inaction of a licensor;
iii. withdrawal of a product or service by a licensor;
iv. change in third party license terms;
v. refusal by a licensor to extend licence terms;
vi. failure by the Client to adhere to or, maintain awareness of third-party licence terms.
Limitation of Liability
Nothing in the Agreement limits or excludes either party’s liability for:
i. death or personal injury caused by its negligence;
ii. fraud or fraudulent misrepresentation; or
iii. any other liability which cannot be limited or excluded by applicable law.
Subject to this Limitation of Liability clause and the clause above (Indemnity), neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
i. loss of profits or anticipated profits;
ii. loss of sales or business;
iii. loss of opportunity;
iv. loss of agreements or contracts;
v. loss of savings or anticipated savings;
vi. loss of or damage to goodwill;
vii. loss of data, images or content;
viii. loss of use or corruption of software, data or information;
ix. any indirect or consequential loss.
Subject to this Limitation of Liability clause and the clause above, headed Indemnity, the total liability of either party for any other loss of the other party in respect of any one event or series of connected events shall not exceed £1,000 or the value of the Agreement whichever shall be the greater.
The terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
Confidential Information
Where the parties disclose confidential information relating to their business, or other activities in the course of the Agreement, they shall maintain the confidentiality of such information, and shall not disclose it to third parties or members of each other’s staff. If any permission is given for the disclosure of any confidential information disclosed hereunder to a third party or parties, the receiving party shall take reasonable measures to ensure that the third party or parties are bound by obligations to maintain the confidentiality of such information which are the same as, or equivalent to, those set out herein.
The obligations of the parties in this Clause shall not apply to data or information that;
i. is known prior to disclosure by the other party;
ii. was or becomes part of the public domain through no fault of the receiving party;
iii. becomes available to the receiving party by an unconnected third party with the lawful right to make such disclosure;
iv. has been independently developed or conceived by one of the parties; or
v. a party is required to disclose by law.
Intellectual Property
The Supplier reserves all intellectual property rights (if any) which may subsist in the provision of the Service(s). The Supplier licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Service(s).
Marketing Use
The Supplier may describe its role in projects in promotional and marketing materials and take credit for authorship and, if not expressly objected to, include a link within and to the Client’s website.
Data Processing and Protection
The Service(s) may include the processing or protection of data under the European Union General Data Protection Regulation (GDPR) and/or national and/or state law. The Supplier shall not be in breach of its obligations under the Agreement where it is acting in accordance with any data related law or co-operating with a data related investigation by a competent authority.
Disputes and Arbitration
If the Client believes that the Service(s) are deficient, the Client shall formally notify the supplier in writing, inviting discussion at the earliest possible opportunity and giving clear indications as to how the Service(s) have not been satisfactory. After such discussions, The Supplier shall remedy any agreed faults within an agreed, reasonable timescale, not generally to exceed a period greater than the original contract. If the Client has formally notified the Supplier of any such deficiencies, he shall not be entitled to withhold payment of any invoices that the Supplier has already submitted for the Service(s), or part pay any such invoices as it sees fit. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
If the supplier is unable or unwilling to remedy the above faults, the Client may terminate the Agreement forthwith; if the Supplier feels that his Service(s) are not at fault or that the Client is unfair in its judgment of the quality of his Service(s), and the parties are unable to agree the matter amicably between them, the matter may be resolved by reference to an independent adjudicator who is acceptable to both parties, and whose decision both parties agree shall be final; such an adjudicator may also determine what amounts the Supplier may be paid for his Service(s) to date if appropriate. If, after discussion concerning any difference, dispute or question arising from this Agreement, the parties are unable to reach agreement, the matter shall be settled by reference to arbitration.
If the Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Non-Poaching
The Client shall not, without the prior written consent of the Supplier, at any time from the date of the Agreement to the expiry of 12 months after the last date of supply of the Service(s) or termination of the Agreement (whichever is the latest), solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier in the provision of the Service(s).
Circumstances Beyond the Control of Either Party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question. If the delay continues for a period of 14 days, either party may terminate or cancel the Service(s) to be carried out under the Agreement.
Termination
Either party may terminate the Agreement by giving the other party 30 days’ prior written notice. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
i. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
ii. commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
iii. persistently breaches any term of the Agreement;
iv. is dissolved, ceases to conduct substantially all its business or becomes unable to pay its debts as they fall due;
v. is a company over any of whose assets or property a receiver is appointed;
vi. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
vii. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
viii. undergoes a change of control (within the meaning of Section 1124 of the Corporation Tax Act 2010); or (if an individual) dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.
Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
All sums payable to the Supplier under the Agreement shall become due immediately on its termination, despite any other provision.
General
The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
The headings and sub-headings do not form part of the Agreement and are for convenience only.
Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender.
References to the singular includes the plural and vice versa.
Relationship of the Parties
Nothing in the Agreement will establish any employment relationship, agency relationship, partnership or joint venture between the parties, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
Contracts (Rights of Third Parties) Act 1999
The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
Notices
Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first-class post to, or left by hand delivery at the other party’s registered address or place of business, or sent by email to the other party’s main business email address as notified to the sending party. Notices sent from within the United Kingdom shall be deemed to have been received sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second working day and, where posted from or to addresses outside the United Kingdom, on the tenth working day following the date of posting; delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and sent by email will be deemed to have been received on the next working day after sending.
Governing Law and Jurisdiction
The Agreement will be governed by and interpreted according to English law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English courts.
Digital Marketing Help Ltd – Standard Terms and Conditions of Service v2.0 – Nov 2019
