Parties and Background
This agreement is made and entered into on [insert date] by and between [XXXXX] incorporated and registered in England and Wales with company number (xxxx) whose registered office is [xxxxx] (“the Company” or “you”) and Byrne Dean Limited incorporated and registered in England and Wales with company number 04702620 whose registered office is West Point, Second Floor, Mucklow Office Park, Mucklow Hill, Halesowen, B62 8DY ("byrne·dean", “our” or "we").
This Agreement (as defined in clause 1 below) shall operate in conjunction with a statement of works (“Statement of Works”), a template of which is provided at Schedule 2, and which sets out the services that we shall provide to you (the “Services”) as set out in our written proposal sent separately (the “Proposal”) and which sets out the terms and conditions that shall apply to the provision of the Services.
1. We endeavour always to reach agreement with our clients on all aspects of the delivery of our services. This Agreement sets out how we work and what our responsibilities to you are; it also covers your responsibilities to us so please read this Agreement carefully. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. In this Agreement the use of the singular includes the plural and vice versa. These terms, the respective Statement of Works and the respective Proposal form the entire agreement between us (this “Agreement”).
2. To the extent that there is a conflict between the Statement of Work and this Agreement, the Statement of Work shall prevail.
3. We shall provide the Services to you using personnel with the requisite skill, knowledge and experience (each a “Consultant”), details of whom are set out in the respective Statement of Work and/or the respective Proposal. We shall observe all reasonable health and safety rules and regulations and security requirements that apply at any of your premises and have been communicated to us.
4. The Consultant will remain at all times independent and neutral in their delivery of the Services. Neither the Consultant nor byrne·dean shall at any time during the course of providing the Services act as an agent or in any other capacity for you, your legal advisors or any other party.
5. You acknowledge that the Services do not represent legal, regulatory or similar advice and that any work product (whether oral or written) will not attract legal professional privilege.
6. The contract between us is formed upon the signing of this Agreement and the respective Statement of Work or upon our written acceptance of your offer to pay our fees set out in the Proposal or, simply put, when we email you to confirm. If you do not sign and return this Agreement or the respective Statement of Work but continue to engage us, you will be deemed to have accepted the Proposal and our terms of engagement set out in this Agreement and the respective Statement of Work.
Costs and Expenses
7. We will charge a fee that is fair. Our fee rates are set out in the respective Statement of Work and/or the respective Proposal and in consideration for us providing the Services you agree to pay us such fees.
8. Whilst we will provide you with details of our fees in advance, the nature of the Services are such that the scope of the work may change. In those circumstances our estimated fees will be subject to change as the work unfolds but we will notify you in writing of such fee increases. You agree to be liable for our reasonable costs incurred arising out of the Services.
9. You will be liable for any reasonable expenses incurred in the provision of the Services including, if necessary, note taking, photocopying, postage and packaging, courier services, travel costs and room hire, on production of appropriate evidencing documentation, and those other expenses listed in the respective Statement of Work and/or the respective Proposal. Travel time will be charged in accordance with the respective Statement of Work. Where the provision of the Services involves flights and/or accommodation costs, we are happy to use your preferred suppliers where you have negotiated preferential rates with them. Where flight times exceed four hours it is our standard practice to book premium economy class or its equivalent. Any travel outside of zones 1 to 5 in London will be approved by you in advance of booking although we cannot guarantee quotes will stay the same if there is a delay by you in providing approval. The costs of travel will be for your account at cost price and will be invoiced to you. We will try to agree any exceptional expenses (such as room hire) with you in advance although the nature of the Services is such that this may not always be possible.
10. It is our normal practice to invoice you monthly. Invoices should be paid in full and without set off within 30 days of receipt. All fees expressed in this Agreement are exclusive of VAT and disbursements. If you fail to make any payment due under this Agreement by the due date for payment, then (a) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and (b) we may suspend all Services until payment has been made in full.
11. Unless otherwise agreed in writing by both parties or unless otherwise specified in the respective Statement of Work and/or the respective Proposal, all payments are to be made in Pound Sterling.
12. The Services shall be conducted entirely at the Consultant’s discretion, albeit they will look to agree this with you. This discretion shall extend to the structuring of the process. We will perform the Services with reasonable care and skill.
13. You will normally be responsible for communicating the specifics of the Services to those involved. You agree to assist in arranging meetings. You will also provide such facilities as may reasonably be required in the course of the provision of the Services. In the unlikely event that a meeting is cancelled or postponed for a reason unrelated to the Consultant, the cancellation and postponement fees that will apply are set out in the respective Statement of Work and/or the respective Proposal.
14. If the Consultant is, through illness or similar reason, unable to conclude the Services, we shall discuss with you how to proceed and provide suitable alternative arrangements or personnel.
15. You shall inform the Consultant who their principal contact is at your organization who is the person who will arrange for materials to be provided as part of the Services and arrange for access to individuals or online platforms. This is also the person to whom the Consultant should seek direction if they are unclear or to raise concerns (“Company Representative”). The Company Representative is set out in the respective Statement of Work.
16. Without our prior agreement in writing, you shall not at any time in the future call the Consultant as a witness or as an expert in any pending or subsequent complaint, grievance, litigation or arbitration relating to the Services. Should we agree to such involvement or should a court or tribunal require the Consultant or any officer or other employee of byrne∙dean to provide any such evidence or opinion, you agree to be responsible for any costs arising, to include reasonable photocopying charges and any preparation or attendance time costs (chargeable on the basis of our standard hourly fee rate of £375 plus VAT per person).
17. Unless otherwise specifically agreed with you in writing, any documentation prepared by us and provided to you or advice given to you is intended solely for the purposes of the Services and is not intended to be relied upon for any other purpose or given to or relied upon by any other person. We will not be liable to any third party for any loss they claim to have suffered in the event that they received a copy of, read or acted upon any statements made (whether written or oral) by the Consultant or byrne·dean. No person who is not a party to this Agreement shall have any rights under or in connection with it.
18. In clauses 18 to 25, the following definitions apply:
“Applicable Data Protection Laws” means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data and (b) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.
“Applicable Laws” means all applicable laws, statutes, regulations and mandatory codes from time to time in force.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Where used in this Agreement, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.
19. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. Clauses 18 to 25 are in addition to, and do not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
20. The parties have determined that for the purposes of Applicable Data Protection Laws, byrne·dean shall process the Company’s personal data as set out in paragraph 1 of Schedule 1 as processor on behalf of the Company.
22. Schedule 1 sets out the scope, nature and purpose of processing by byrne·dean, the duration of the processing and the types of personal data and categories of data subject.
23. The Company warrants that the personal data of any employee or other third party provided to byrne·dean for the purposes of the Services is provided in compliance with Applicable Data Protection Laws.
24. Without prejudice to clause 19, byrne·dean shall:
a. process the Company’s personal data only on the documented instructions of the Company, which shall be to process personal data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless byrne·dean is required by Applicable Laws to otherwise process that personal data (the “Purpose”). Where byrne·dean is relying on Applicable Laws as the basis for processing personal data, byrne·dean shall notify the Company of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit byrne·dean from so notifying the Company on important grounds of public interest.
b. implement the technical and organisational measures set out in Schedule 1 (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of personal Data and against accidental loss or destruction of, or damage to, the Company’s personal data;
c. ensure that any personnel engaged and authorised by byrne·dean to process the Company’s personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
d. assist the Company insofar as this is possible (taking into account the nature of the processing and the information available to byrne·dean), and at the Company’s cost and written request, in responding to any request from a data subject and in ensuring the Company’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
e. notify the Company without undue delay on becoming aware of a personal data breach involving the Company’s personal data;
f. at the written direction of the Company, delete or return the Company’s personal data and copies thereof to the Company on termination of this agreement unless byrne·dean is required by Applicable Law to continue to process that Company personal data. For the purposes of this sub-clause, the Company’s personal data shall be considered deleted where it is put beyond further use by byrne·dean; and
g. maintain records to demonstrate its compliance with this clause.
25. The Company provides its prior, general consent and authorisation for byrne·dean to:
a. appoint sub-processors to process the Company’s Personal Data, provided that byrne·dean:
i. shall ensure that the terms on which it appoints such sub-processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on byrne·dean in these clauses 18 to 25; and
ii. shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of byrne·dean.
b. transfer Company personal data outside of the UK as required for the Purpose, provided that byrne·dean shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.
26. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, employees, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 27. For the purposes of this clause 26, “group of companies” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
27. A party may disclose the other party’s confidential information:
a. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement but only on the condition that (i) such party ensures that such employees, officers, representatives or advisers are made aware of the confidentiality restrictions imposed on such party in these clauses 26 - 29 and (ii) such party shall remain responsible for the acts and omission of any such employees, officers, representatives or advisers as if they were the acts and omissions of such party; or
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
c. if the information or knowledge has come into the public domain without fault on the part of the Company (or its employees, officers, representatives or advisers) or byrne·dean (or its employees, officers, representatives or advisers).
28. Neither party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
29. Each party agrees to notify the other party in writing of any breach of clauses 26 – 28 of this Agreement, as soon as reasonably practicable on becoming aware of such breach.
30. Each party shall indemnify and keep indemnified and hold harmless the other party from and against any losses, damages, liability, costs (including legal fees) and expenses which the party not in default may incur or suffer as a result of or arising from any breach by the party in default of its obligations under clauses 26 – 28 of this Agreement.
31. You acknowledge that we may make reference, completely anonymously, to issues arising out of the Services in the course of byrne·dean’s business.
Intellectual Property Rights
32. We shall retain ownership of all IPRs. Our Services and work product are protected by copyright laws and treaties around the world. All such rights are reserved. We grant you a fully paid-up, non-exclusive, royalty-free, worldwide licence to use the IPRs for the purpose of receiving and using the Services during the term of this Agreement and for such later period (if any) specified in the respective Statement of Work and/or the respective Proposal. You may not use any part of the IPRs for any purposes other than as set out in this Agreement or as specified in the respective Statement of Work and/or the respective Proposal. For the purposes of this clause 32, "IPR" shall mean all intellectual property and the rights therein, including patents, utility models, rights to inventions, copyright and related rights, topography rights, trade and service marks, 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 trade secrets) and any other intellectual property rights and in all cases 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.
Health and Safety
33. You shall ensure that when the Consultant meets Company Personnel or attends or works at any offices of the Company to perform the Services, any conduct, equipment or working conditions and methods are safe and without risk to the health and safety of the Consultant. For the purposes of this Agreement, “Company Personnel” means employees, partners, consultants or contractors of the Company, and any other individuals acting in a similar capacity in respect of the Company.
34. byrne·dean is committed to living our purpose to help create kinder, fairer and more productive workplaces and to our values (a statement of our values is accessible here). We recognize that we must hold ourselves to a high standard of professionalism and integrity in everything we do because it is the right thing to do. In the work we do with clients and within byrne·dean, we will promote, encourage and foster an environment which is based on mutual trust and respect and strive to ensure that everyone is valued for who they are and what they bring to their organization. We do this though our values and our supporting policies including our ethics statement which is accessed here. Amongst our polices, although not legally required, we have a modern anti-slavery policy that can be accessed here. We reserve the right to terminate this Agreement if we reasonably believe that your practices are contrary to our values and policies although we will discuss this and remedial options with you first and we may request to have sight of your policies and supporting evidence.
Limitation of liability
35. byrne·dean has obtained insurance cover in respect of certain aspects of its own legal liability for individual claims not exceeding £5,000,000 per occurrence. The limits and exclusions in this Agreement reflect the insurance cover byrne·dean has been able to arrange and the Company is responsible for making its own arrangements for the insurance of any excess liability.
36. Neither party may benefit from the limitations and exclusions set out in this Agreement in respect of any liability arising from its deliberate default.
37. Nothing in this Agreement shall limit the Company's payment obligations under this Agreement.
38. Nothing in this Agreement shall limit or exclude byrne·dean's liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or any Consultant (as applicable);
b. fraud or fraudulent misrepresentation; or
c. any matter in respect of which it would be unlawful for byrne·dean to exclude or restrict liability.
39. Subject to clause 36:
a. byrne·dean shall not be liable to the Company, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss, arising under or in connection with this Agreement; and
b. byrne·dean's total liability to the Company for all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid and/or payable by the Company for Services under this Agreement and the respective Statement of Work.
40. Unless the Company notifies byrne·dean that it intends to make a claim in respect of an event within the notice period, byrne·dean shall have no liability for that event. The notice period for an event shall start on the day on which the Company became, or ought reasonably to have become, aware of the event having occurred and shall expire one (1) month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
41. Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a. the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so although we will always attempt to resolve any issues with you prior to termination and we would hope you would give us the same courtesy;
b. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
42. On termination of this Agreement for whatever reason:
a. the Company shall immediately pay to byrne·dean all of byrne·dean's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, byrne·dean may submit an invoice, which shall be payable immediately on receipt;
b. any provision of this Agreement or the respective Statement of Work that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect; and
c. termination or expiry of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
43. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from a force majeure event. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Agreement by giving 14 days written notice to the affected party. For the purposes of this clause 43, “force majeure event” means events, circumstances or causes beyond a party's reasonable control.
Post Termination Restrictions
44. Neither during the term of this Agreement nor following termination, will you offer to employ or engage or otherwise endeavour to entice away from us any employee or consultant of byrne·dean or any byrne·dean group of companies into employment with you or any third party, whether for your benefit or that of a third party.
45. Neither during the term of this Agreement nor following termination, will we offer to employ or engage or otherwise endeavour to entice away from you any employee or consultant of your company or any of your group of companies into employment with us or any third party, whether for our benefit or that of a third party.
46. You understand that feedback and word of mouth referrals are critical to a business like ours and help us to ensure that the Services remain of exceptional quality and therefore agree that if requested by byrne·dean:
a. you will provide a reference or testimonial on the Services that we can publish;
b. we can refer to the fact that the Company is a client and use the Company logo in marketing material and on our website; and
c. you will regularly provide us with anonymised feedback collated on the Services.
47. We aim to provide you with a first-rate service at all times. If, therefore, you do feel at any time that we have fallen below the standard you have a right to expect then we would ask you please to let us know. Please complain to the Project Lead (as set out in the respective Statement of Work and/or the respective Proposal) in the first instance or, if that is not appropriate or possible, the Chief Executive Officer Victoria Lewis at Victoria.firstname.lastname@example.org.
48. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.
49. This Agreement is between you and byrne·dean. No other person shall have any rights to enforce any of its terms.
50. Each of the clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
51. The parties shall each on the request of the other promptly do and execute all such further acts and things as are reasonably required to give full effect to the rights and obligations contemplated by this Agreement.
52. No alteration or variation of this agreement shall be effective unless it is in writing and signed by the parties (or their respective authorised representatives).
53. If either party fails to insist that the other party performs any of its obligations under this agreement, or if either party does not enforce its rights against the other party, or if either party delays in doing so, that will not mean that party has waived its rights against the other party and will not mean that the other party does not have to comply with those obligations.
54. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
55. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
56. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one agreement. This Agreement may be executed by way of a digital signing platform.
Schedule 1: Processing, Personal Data and Data Subjects
1. Parties' roles
You are the controller.
We are the processor. For some limited services we may be a controller too.
2. Particulars of processing
Personal data is collected so that byrne·dean may provide the Services.
Storage of personal data.
Collating, structuring, adapting and anonymising personal data.
Transfer of personal data to affiliated companies and third party service providers.
Erasing or destroying personal data.
2.3 Purpose of processing
The provision of the Services.
2.4 Duration of the processing
The term of this agreement and for 6 years after its termination.
2.5 Types of personal data
We may collect and use the following personal data about individuals:
• name, title and contact information, including email address and telephone number and company/organisation details such as ID or employee number;
• information to check and verify identity such as date of birth;
• location and address data;
• employment records;
• personal or professional interests;
• professional online presence such as LinkedIn profiles;
• information about how our website, IT, communication and other systems are used;
• responses to questionnaires, surveys, competitions and promotions;
• special category personal data such as:
- personal data revealing racial or ethnic origin, political opinions, religious beliefs, philosophical beliefs or trade union membership.
- genetic and biometric data (when processed to uniquely identify an individual).
- data concerning health, sex life or sexual orientation.
- information about criminal convictions and offences
2.6 Categories of data subject
3. Technical and organisational measures
In accordance with Applicable Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Company personal data to be carried out under or in connection with this agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Company personal data transmitted, stored or otherwise processed, byrne·dean shall implement appropriate technical and organisational security measures appropriate to the risk.
Schedule 2 Statement of Works
This statement of work (this “Statement of Work”) is made and entered into on [XXX] pursuant to the Master Services Agreement dated [XXX] by and between [XXXX] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [XXXX] and Byrne Dean Limited incorporated and registered in England and Wales with company number 04702620 whose registered office is West Point, Second Floor, Mucklow Office Park, Mucklow Hill, Halesowen, B62 8DY (the "Master Services Agreement"). Defined terms herein shall be as defined in the Master Services Agreement. The terms herein and in the Master Services Agreement shall be the terms and conditions under which byrne·dean shall provide the Services to the Company.
1. References in the Master Services Agreement to “Consultant” shall be deemed to be references to “Facilitator”.
2. We will provide you with training for your staff (“Training Services”) which may include training materials which may include visual and written materials (“Deliverables”) and online and/or downloadable material (“Online Deliverables”) which collectively shall be the Services.
3. Our Training Services do not form legal or similar advice and we cannot be responsible for the consequences of any reliance by delegates on materials used or statements made by our personnel in the provision of the Services.
Description of Services
Description of materials
Key byrne·dean contacts
Summary of fees Travel Costs
Fees (exclusive of VAT)
4. If you ask us to provide Training Services which require design and development on our part, we will charge development fees for the newly developed sessions (“Development Fees”). Development Fees will be for a fixed amount as set out in the Proposal and agreed in advance with you. Development Fees shall become payable on the date that the session is first delivered. In the event that the session is not delivered for whatever reason, the Development Fees shall become payable at the end of the month in which the session was originally planned to take place.
5. Subject to the Master Services Agreement, we will provide you with Deliverables that have been developed during the process set out at paragraph 4 above.
6. For the avoidance of doubt, the payment of Development Fees in no way grants any rights over the newly developed material to you, all material, whether standard or newly developed, is subject to the licence in the Master Services Agreement and as set out at paragraph 13 to 15 of this Statement of Work.
7. Sessional costs will be agreed for all Training Services sessions (Sessional Costs). Sessional Costs will be for a fixed amount, set out in the Proposal and agreed with you and will be payable in accordance with paragraph 4 above.
8. Some sessions require a research phase which may, for example, involve us interviewing one-to-one a selected group of employees in order that we can provide you with the Training Services that you need. This will incur a fee relating to the research work that is separate from the sessional cost (Research Fees). Research Fees will be set out in the Proposal and shall become payable at the same time as the Development Fees during the process set out at paragraph 4 above.
9. For all sessions outside London we charge our standard day rate. Travel costs outside of zones 1 to 5 in London will be charged to you and mileage is charged at 45p per mile.
Cancelation or postponement
10. We will agree a schedule of dates with you and record these in the Proposal. Once agreed, any request by you to vary this schedule may have the financial or other consequences set out below.
10.1. Postponement - A session shall be deemed to be ‘postponed’ where you cancel a booking and request a replacement session that will take place within 90 days of the original scheduled date;
a. To qualify as a postponement rather than a cancellation, the arrangement of the replacement session must take place within 10 days of notification of the postponement of the original scheduled date and the replacement session must be the same as the original;
b. If you postpone a session, you will be liable to pay us a flat fee of £300;
c. If we have already booked travel arrangements for any sessions outside of London at the time that you postpone, then you will be liable for travel costs and any other expenses incurred as well as the associated postponement fees as set out in this paragraph.
10.2. Cancellation - In the event that you cancel a session before we have booked travel arrangements and notified you of this, you will be liable to pay a percentage of the cost of the session depending on the period of time before the scheduled date that the cancellation takes place:
a. If the cancellation is effected more than 10 working days before the original scheduled time and date, you will be charged one third of the Sessional Costs;
b. If the cancellation is effected more than 5 but less than 10 working days before the original scheduled time and date, you will be charged half of the Sessional Costs;
c. If the cancellation is effected less than 5 working days before the original scheduled time and date, you will be charged two thirds of the Sessional Costs;
d. If cancellation is effected on the day, then the full Sessional Costs will be payable.
10.3. Once you have received written notification from us that travel has been booked for the purposes of carrying out training sessions on your behalf, any training session that is cancelled or postponed after that written notification will be charged in full and you will also be liable for the travel costs and any other expenses incurred, in accordance with the Session Costs as agreed with you. If cancellation takes place prior to that notification, our standard cancellation charges at paragraph 10.2 will apply.
11. We shall make every effort to ensure that the Training Services are delivered according to the agreed schedule. If we are unable through illness, injury or otherwise to provide the chosen Facilitator for a session, we will seek to provide, subject to your agreement, a suitable alternative or replacement to conduct that session. In the event that this does not prove possible, we will immediately work with you to arrange a suitable date within 30 days of the original scheduled session for a suitable presenter/facilitator to present a replacement session.
12. In the event that we are unable to conduct a session on the agreed date, we shall reduce the invoice for the rearranged session by the sum of £250 to cover any expenses that you may have incurred.
The following definitions apply in this Statement of Work:
“Our Pre-existing IPR” means our IPR belonging to us which we created prior to entering into the Master Services Agreement and not in connection with the Master Services Agreement which at all times remains our sole property but which may be licensed to you solely for the effective provision of our Training Services to you;
“Our Core Models” means our training models and all diagrams and language used within those training models, forming part of Our Pre-Existing IPR;
“Delegates” means those members of your staff who attend the Training Services;
“Foreground IPR” means the IPR created by us in accordance with the Master Services Agreement, including but not limited to the IPR in any Deliverables, which shall at all times remain our property but which may be licensed to you solely for the effective provision of our Training Services to you;
"IPR" shall mean all intellectual property and the rights therein, including patents, utility models, rights to inventions, copyright and related rights, topography rights, trade and service marks, 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 trade secrets) and any other intellectual property rights and in all cases 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;
“Licensed User” means those members of your staff who are registered with us to use our Training Services and Online Deliverables on a remote basis.
"Know-How" means confidential, industrial and commercial information and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, specifications, quotations, tables, lists and particulars of customers and suppliers, marketing methods and procedures;
“Your Pre-existing IPR” means your IPR that pre-existed and/or was developed outside the scope of the Master Services Agreement, but which you provided to us in order that we could provide you with the Training Services.
13. We provide our Training Services both face-to-face and remotely and provide Deliverables and Online Deliverables as you require and as set out in the Proposal which can be:
a. digital or virtual training only;
b. live face-to-face training only; or
c. blended training.
14. We will provide the Training Services according to your selection and access to our Deliverables and Online Deliverables will be specified in the Proposal accordingly.
14.1. In respect of Deliverables, subject to the Master Services Agreement, we grant to you a fully paid up, royalty free, non- exclusive, revocable, worldwide licence to use, reproduce, display and distribute copies of the Deliverables for internal training purposes of the Delegates only.
14.2. You agree that you will neither disseminate Our Pre-existing IPR, the Foreground IPR or Deliverables to any person who is not a Delegate nor reproduce or exploit Our Pre-existing IPR, the Foreground IPR or Deliverables for commercial purposes.
14.3. In respect of Online Deliverables, subject to the Master Services Agreement, we grant to you a non-exclusive, revocable, worldwide, licence for each Licensed User to access and use the Online Deliverables for the period specified in the Proposal.
14.4. You agree that you will not allow any member of staff who is not a Delegate or Licensed User to access our Deliverables nor make unlicensed copies and/or exploit the Online Deliverables for commercial purposes.
14.5. For the avoidance of doubt, you agree that you will not, and will procure that no member of your staff will, record either the Deliverables or the Online Deliverables without our prior written consent.
14.6. Any Know-How that pre-exists the Master Services Agreement or this Statement of Work or which is developed during the provision of our Training Services is our property and we will not be restricted from using our Know-How for other clients.
14.7. For the avoidance of doubt, Our Core Models remain our IPR and cannot be reproduced in any format or commercially exploited by you.
14.8. A breach of the Master Services Agreement will result in the licence(s) being terminated at which point any further use of the Deliverables and Online Deliverables must immediately cease and all copies deleted/destroyed.
14.9. We will not use Your Pre-existing IPR for any purposes which are not connected with the Master Services Agreement and you retain ownership of Your Pre-existing IPR.
15. Paragraphs 13 – 14 of this Statement of Work shall survive expiration or termination of the Master Services Agreement.
16. You will be responsible for ensuring that a suitable training venue is provided and that sufficient Delegates are invited to attend each session. In the event that insufficient Delegates attend a session, we reserve the right to treat a session as postponed or cancelled (as appropriate).
17. Unless otherwise agreed in advance, you will be responsible for the preparation and printing of sufficient course handouts, the original version of which will be provided by us.
Published 16 February 2023