![[daring-logo-Vn-2-1-2-1-flat-variant.png]] # Terms and conditions for the supply of services ## **1. Definitions and interpretation** 1.1 In these Conditions the following definitions apply: - "**Conditions**" means the Supplier’s terms and conditions of supply set out in this document; - "**Confidential Information**" means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; - "**Contract**" means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Services, documents and provisions as detailed in Schedule 1; - "**Controller**", "**Data Subject**", "**Personal Data**", "**Personal Data Breach**" and "**processing**" shall have the meanings given in applicable Data Protection Laws from time to time; - "**Customer**" means the purchaser of the package; - "**Data Protection Laws**" means, as binding on either party or the Services: - (a) the GDPR; - (b) the Data Protection Act 2018; - (c) any laws which implement any such laws; and - (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; - "**Force Majeure**" means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract ; - "**GDPR**" means the General Data Protection Regulation, Regulation (EU) 2016/679; - "**Intellectual Property Rights**" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights. - "**Location**" means the address for performance of the Services as set out in Schedule 1; - "**Price**" has the meaning set out in clause 3.1; - "**Protected Data**" means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract; - "**Services**" means the Services set out in Schedule 1 and to be performed by the Supplier for the Customer; and - "**Supplier**" means Daring Futures Ltd, a company incorporated in England and Wales under company no. 11027095, whose registered office is 18 Kestrel Close, Stubbington, Fareham, Hampshire, PO14 3LQ; 1.2 In these **Conditions**, unless the context requires otherwise: 1.2.1 any clause, schedule or other headings in these **Conditions** is included for convenience only and shall have no effect on the interpretation of the **Conditions**; 1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; 1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; 1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; 1.2.5 a reference to a gender includes each other gender; 1.2.6 words in the singular include the plural and vice versa; 1.2.7 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; 1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and 1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation. ## **2. Application of these conditions** 2.1 These **Conditions** apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions. 2.2 The **Customer** is engaging the **Company** to provide the **Services** as detailed in **Schedule 1**. ## **3. Price*** 3.1 The price for the **Services** shall be as set out in **Schedule 1** (**Price**). 3.2 The **Price** is exclusive of VAT. 3.3 The **Customer** shall pay any applicable VAT to the **Supplier** on receipt of a valid VAT invoice. 3.4 The **Supplier** may increase the **Prices** with immediate effect by written notice to the **Customer** where there is an increase in the direct cost to the **Supplier** of supplying the relevant **Services** which is due to any factor beyond the control of the **Supplier**. ## **4. Payment*** 4.1 The Supplier shall invoice the **Customer** for the **Services** in advance of the **Services** being provided. 4.2 The **Customer** shall pay all invoices in full without deduction or set-off, in cleared funds in advance of the **Services** being provided to the bank account nominated by the Supplier on said invoices. 4.3 Time of payment is of the essence. Where sums due under the **Contract** are not paid in full by the due date the **Supplier** may, without limiting its other rights, withhold the provision of **Services** and charge interest on such sums at 8% a year above the base rate of the Bank of England and this interest shall accrue daily, and apply from the due date for payment until actual payment in full. ## **5. Performance*** 5.1 **Schedule 1** shall specify where and how the **Services** are to be performed. The **Services** shall be deemed to be complete once the **Supplier** has performed all of its obligations set out under **Schedule 1**. 5.2 The **Supplier** may perform the **Services** in instalments. Any delay in performance or defect in an instalment shall not entitle the **Customer** to cancel any other instalment. 5.3 The **Supplier** shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only. 5.4 The **Supplier** shall not be liable for any delay in or failure of performance caused by the **Customer**'s failure to: (i) make the **Location** available, (ii) prepare the Location as required for performance of the **Services** or (iii) provide the **Supplier** with adequate instructions for performance or a delay or failure of performance caused by Force Majeure. ## **6. Warranty** 6.1 The **Supplier** warrants that, for a period of three months from performance (the **Warranty Period**), the **Services** shall: 6.1.1 conform in all material respects to the description in **Schedule 1**; 6.1.2 be free from material defects; and 6.1.3 be supplied with reasonable care and skill; 6.2 The **Customer** warrants that it has provided the **Supplier** with all relevant, full and accurate information as to the **Customer**’s business and needs. 6.3 The provisions of these **Conditions** shall apply to any **Services** that are remedied or re-performed with effect from performance of the remedied or re-performed Services. 6.4 Except as set out in this clause 7, the **Supplier** gives no warranties and makes no representations in relation to the **Services**; and shall have no liability for their failure to comply with the warranty in clause 6.1,and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. ## **7. Indemnity*** 7.1 The **Customer** shall indemnify, and keep indemnified, the **Supplier** from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the **Supplier** as a result of or in connection with the **Customer**’s breach of any of the **Customer**’s obligations under the **Contract**. ## **8. Limitation of liability*** 8.1 The extent of the parties’ liability under or in connection with the **Contract** (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8. 8.2 Subject to clauses 8.4 and 8.5, the **Supplier**’s total liability shall not exceed the total amount of fees paid to the **Supplier** by the **Customer** over the preceding twelve (12) months from the date of any claim. 8.3 Subject to clauses 8.4 and 8.5, the **Supplier** shall not be liable for consequential, indirect or special losses. 8.4 The limitations of liability set out in clause 8.2 shall not apply in respect of any indemnities given by either party under the **Contract**. 8.5 Notwithstanding any other provision of the **Contract**, the liability of the parties shall not be limited in any way in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any other losses which cannot be excluded or limited by applicable law. ## **9. Intellectual property*** 9.1 The **Supplier** shall indemnify the **Customer** from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the **Intellectual Property Rights** of any third party (**IPR Claim**), provided that the **Supplier** shall have no such liability if the **Customer**: 9.1.1 does not notify the **Supplier** in writing setting out full details of any **IPR Claim** of which it has notice as soon as is reasonably possible; 9.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant **IPR Claim** without the prior written consent of the **Supplier**; 9.1.3 does not let the **Supplier** at its request and own expense have the conduct of or settle all negotiations and litigation arising from the **IPR Claim** at its sole discretion; 9.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the **IPR Claim**; 9.1.5 does not, at the **Supplier**'s request, provide the **Supplier** with all reasonable assistance in relation to the **IPR Claim** (at the **Customer**’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the **Customer**. 9.2 If any **IPR Claim** is made or is reasonably likely to be made, the **Supplier** may at its option: 9.2.1 procure for the **Customer** the right to continue receiving the benefit of the relevant Services; or 9.2.2 modify or replace the infringing part of the **Services** so as to avoid the infringement or alleged infringement. 9.3 The **Supplier**'s obligations under clause 9.1 shall not apply to **Services** modified or used by the **Customer** other than in accordance with the **Contract** or the **Supplier**’s instructions. The **Customer** shall indemnify the **Supplier** against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the **Supplier** in connection with any claim arising from such modification or use. ## **10. Confidentiality*** 10.1 The **Customer** shall keep confidential all **Confidential Information** of the **Supplier** and shall only use the same as required to perform the **Contract**. The provisions of this clause shall not apply to any information which was in the public domain at the date of the **Contract**, any information which comes into the public domain subsequently other than as a consequence of any breach of the **Contract** or any related agreement, any information which is independently developed by the **Customer** without using information supplied by the **Supplier** or any disclosure required by law or regulatory authority or otherwise by the provisions of the **Contract**. 10.2 This clause shall remain in force for a period of five (5) years after termination of the **Contract**. ## **11. Processing of personal data*** 11.1 The parties agree that the **Customer** and **Supplier** are both **Controllers** for the purposes of processing **Protected Data** pursuant to the **Contract**. The parties shall at all times comply with all **Data Protection Laws** in connection with the processing of **Protected Data**. 11.2 The **Supplier** shall ensure that it processes any and all **Personal Data** in line with its **Privacy and Cookie Policy**, which can be viewed here: [Policy - Privacy and Cookies](https://wiki.daringfutures.com/Atlas/Notes/Vaults/Daring-Wiki/Daring+Futures/Working+With+Us/General+Policies/Policy+-+Privacy+and+Cookies) 11.3 The **Customer** shall indemnify and keep indemnified the **Supplier** against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to **Data Subjects**, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the **Customer** of its obligations under this clause 11. 11.4 Taking into account the state of technical development and the nature of processing, the parties shall implement and maintain appropriate technical and organisational measures to protect the **Protected Data** against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. 11.5 The parties shall notify the other without undue delay and in writing on becoming aware of any **Personal Data Breach** in respect of any **Protected Data**. 11.6 This clause 11 shall survive termination or expiry of the **Contract**. ## **12. Forder majeure*** 12.1 A party shall not be liable if delayed in or prevented from performing its obligations due to **Force Majeure**, provided that it promptly notifies the other of the **Force Majeure** event and its expected duration and uses best endeavours to minimise the effects of that event. 12.2 If, due to **Force Majeure**, a party is or shall be unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days the other party may, within 30 days, terminate the **Contract** on immediate notice. ## **13. Termination*** 13.1 The parties may terminate the **Contract** by providing 30 days written notice to the other. 13.2 The **Supplier** may terminate the **Contract** at any time by giving notice in writing to the **Customer** if the **Customer**: 13.2.1 commits a material breach of **Contract** and such breach is not remediable; 13.2.2 commits a material breach of the **Contract** which is capable of being remedied and such breach is not remedied within 7 days of receiving written notice of such breach; 13.2.3 has failed to pay any amount due under the **Contract** on the due date and such amount remains unpaid within 30 days after the **Supplier** has given notification that the payment is overdue. 13.2.4 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; 13.2.5 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the **Supplier** reasonably believes that to be the case; 13.2.6 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; 13.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; 13.2.8 has a resolution passed for its winding up; or 13.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it. 13.3 Termination or expiry of the **Contract** shall not affect any accrued rights and liabilities of the parties at any time up to the date of termination. ## **14. Cancellation** 14.1 Subject to clause 14.2, the parties shall have the right to cancel the **Services** which have not yet been performed by the Supplier. 14.2 Any **Services** which have been booked between the parties can only be cancelled upon the minimum notice period of 1 week before the **Services** are to be provided. 14.3 The **Coach** will attempt in good faith to reschedule any cancelled **Services**. 14.4 In respect of any cancellation for any booked **Services**, the sliding scale of rebate in relation to any **Price** already paid by the **Customer**, as detailed in **Schedule 1**, shall be applicable for any cancelled **Services**. ## **15. Notices*** 15.1 Any notice given by a party under these **Conditions** shall be in writing and in English, be signed by, or on behalf of, the party giving it (except for notices sent by email) and be sent to the relevant party at the address set out in the **Contract**. ## **16. Entire agreement*** 16.1 The parties agree that the **Contract** constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. 16.2 Each party acknowledges that it has not entered into the **Contract** in reliance on, and shall have no remedies in respect of any representation or warranty that is not expressly set out in the **Contract**. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the **Contract**. ## **17. Variation*** 17.1 No variation of the **Contract** shall be valid or effective unless it is in writing, refers to the **Contract** and is duly signed or executed by, or on behalf of the **Supplier**. ## **18. Assignment*** 18.1 The **Customer** may not assign, subcontract or encumber any right or obligation under the **Contract**, in whole or in part, without the **Supplier**’s prior written consent. ## **19. No partnership or agency*** 19.1 The parties are independent persons and are not partners, principals and agents or employers and employees. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf. ## **20. Severance*** 20.1 If any provision of the **Contract** (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the **Contract** shall not be affected. 20.2 If any provision of the **Contract** (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted, the provision or part-provision in question shall apply with such deletions as may be necessary to make the provision legal, valid and enforceable. ## **21. Waiver*** 21.1 No failure, delay or omission by the **Supplier** in exercising any right, power or remedy provided by law or under the **Contract** shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. 21.2 No single or partial exercise of any right, power or remedy provided by law or under the **Contract** by the **Supplier** shall prevent any future exercise of it or the exercise of any other right, power or remedy by the **Supplier**. ## **22. Third-party rights*** 22.1 A person who is not a party to the **Contract** shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the **Contract**. ## **23. Governing law*** 23.1 The **Contract** and any dispute or claim arising out of, or in connection with, it, 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. # **24. Jurisdiction*** 24.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the **Contract**, its subject matter or formation (including non-contractual disputes or claims). # Schedule 1 ## **Customer-specific provisions** **Customer**: The purchaser of this Package. **Recipient of the Services**: The Customer **Location:** Delivered as agreed in the Package. **Total Price:** As detailed in the Package. ## **Services:** **Package**: As detailed in our [service catalogue](https://wiki.daringfutures.com/Atlas/Notes/Vaults/Daring-Wiki/Daring+Futures/What+We+Offer/What+we+Offer) on the relevant page at the time of purchase. It is the **Customer**’s responsibility to ensure that the individual(s) benefitting from the **Services** also follow the terms of this **Agreement**, this **Schedule**, the [[Policy - Confirmation of Coaching|Confirmation of Coaching]] and [[Policy - Confirmation of Training|Confirmation of Training]] (which are supplied to the individual(s) and mirror the **Services** detailed in this Schedule). ## **Cancellation:** The **Customer** shall be entitled to the following rebate in respect of any cancelled **Services**: | **Time scale of Cancellation before the provision of Services** | **%** **Rebate of the Price to the Customer** | | --------------------------------------------------------------- | --------------------------------------------- | | 4 weeks or more | 100% | | 3 – 4 weeks | 75% | | 2 – 3 weeks | 50% | | 1 – 2 weeks | 25% | | Less than 1 week | 0% | # Questions? ![[includes-calltoaction-plain]]