Your People Potential Ltd
Terms and Conditions
Terms and conditions for the delivery of
Training, Strategic HR, Coaching and Employee Support services
1. DEFINITIONS
“Agreement” means these terms and conditions and the Booking Form or Proposal as appropriate.
“Booking Form” means the booking form issued to the Client by Your People Potential Ltd
“Charges” means the charges for the Strategic HR, Training, Coaching and Employee Support services set out in the Booking Form and/or Proposal.
“the Client” means the client identified in the Booking Form or the Proposal.
“Clause” means a clause in these terms and conditions.
“the Date(s) for the Strategic HR, Training, Coaching and Employee Support services” means the date(s) upon which these Services are to take place as set out in the Booking Form or the Proposal.
“Delegates/clients” means the numbers of the Client’s staff who are to receive the services as set out in the Booking Form or the Proposal.
“Expenses” means expenses incurred in respect of travel and accommodation wholly and necessarily for the purposes of the Agreement as may be identified in the Proposal.
“Personal Data” means the data which relates to a living individual who can be identified from that data or from that data and other information and which is provided to Your People Potential Ltd by the Client.
“Proposal” means the proposal for Strategic HR or bespoke Training Services accompanying these terms and conditions.
“the Trainer” means the person delivering the Training Services.
“the Training Location” means the place at which the Training Services are to be provided by Namasté Culture as set out in the Booking Form or the Proposal.
“the Services” means the Strategic HR, Training, Coaching and Employee Support services set out in the Booking Form or the Proposal.
2. THE SERVICES AND SERVICE DELIVERY LOCATION
2.1 Your People Potential Ltd shall provide the services on the Date(s) agreed and a service delivery location as agreed with the client, and in accordance with these terms and conditions
3. POSTPONEMENT
3.1 The services may be postponed as agreed with the client and Your People Potential Ltd with a minimum of ten working days’ notice. The new date for the service should be agreed at that time.
Postponement by the client within ten working days of the agreed delivery date will incur a charge of £150.
4. CANCELLATION AND NON-ATTENDANCE
4.1 Training Cancellation Fees
If you notify Your People Potential Ltd in writing (via letter or email), of your intention to cancel a training programme, the following charges will apply:
Timescale % of charges to pay
31 working days plus 25% of fee
30-21 working days 50% of fee
20-11 working days 75% of fee
10 working days or less 100% of fee
4.2 Non-Attendance
If the client, or their employee fails to attend a course or meeting on which they are booked, then the fee will remain payable in full and no transfer will be allowed. If your employee withdraws from a programme of training part-way through the programme, all fees will remain payable.
4.2.1 If your employee is unable to commence a training programme you are able to nominate a substitute attendee. Substitutions should be received by Your People Potential Ltd at least 48 hours prior to the course start date.
4.3 Cancellation by Your People Potential Ltd
Where circumstances dictate, Your People Potential Ltd reserves the right to alter published programmes, trainers, fees or venues without prior notice. In the event of a training programme being cancelled, a refund of the service fee will be made but no compensation will be paid for any additional costs incurred.
5. CHARGES AND PAYMENT
5.1 Training and employee drop-in days are invoiced one month in advance of the delivery date. One to one employee support services are invoiced within a week of the service provision. Strategic HR Support is invoiced at the end of each month.
5.2 The Charges for the services and related expenses shall become due for payment 28 days after the date of the invoice. In the case of training and employee drop-in days, payment shall become due one week before service delivery.
5.2 The Client shall pay the Charges without deduction or set-off.
5.3 In the event of late payment, Your People Potential Ltd reserves the right to charge interest on all outstanding amounts at the rate of 5% above the Bank of England’s base rate per calendar month or part thereof from the last date that payment was due to the date that payment is made, and/or
5.3.1 By notice in writing suspend supply of the Services.
6. LIABILITY AND ITS EXCLUSION AND LIMITATION
6.1 The Charges are determined on the basis of the limits of liability set out in these terms and conditions. The Client may, by written notice to Your People Potential Ltd, request Your People Potential Ltd to propose a higher limit of liability subject to an increase in the Charges.
6.2 Clause 6 sets out the entire liability of and exclusion thereof by Your People Potential Ltd under and/or in connection with this Agreement and in respect of breach of this Agreement or statutory duty, representations, statements or tortuous act or omission including negligence.
6.3 In no event shall Your People Potential Ltd be liable for (whether direct or indirect) any loss of contracts, profits, anticipated savings, revenue, goodwill, business, loss or corruption of data or software programs, financing expenses, interruption in the use or availability of data, stoppage to other work or consequential losses, nor for any indirect losses.
6.4 Subject to Clause 6.5, Your People Potential Ltd liability shall not exceed the Charges.
6.5 Your People Potential Ltd and the Client shall indemnify each other against damage to tangible property, whether personal or real, and death or injury to persons to the extent caused by the negligence of the other party provided that:
6.5.1 the other party is immediately notified of any claim and has full power to negotiate and settle any claims;
6.5.2 the total liability of each party to the other for damages to tangible property, whether personal or real, shall be limited to £1,000,000 in respect of each event or connected series of events and an annual aggregate of £5,000,000.
6.6 Each provision of this Clause shall survive independently.
6.7 Nothing in this Agreement shall operate to limit or exclude any liability of Your People Potential Ltd which may not be excluded and or limited by law.
6.8 Clause 6 shall apply before and after any termination of this Agreement.
7. INSURANCE
The parties shall carry public liability insurance for a minimum amount of one million pounds for each and every claim and shall provide evidence of this cover upon reasonable request.
8. ADVERTISING
8.1 Your People Potential Ltd may make reference to a Client’s contract within any proposal to further Clients, provided only fundamental facts are divulged and not proprietary and confidential information.
8.2 Your People Potential Ltd may store the names and contact details of the Delegates for the purpose of advising them of the availability of further courses in the future.
9. CONFIDENTIALITY
The parties shall treat as and keep confidential all information whether of a technical, commercial or any other nature relating to the other party and shall not, during the period of this Agreement, or at any time after its termination, divulge any such information to any person not authorised by the divulging party to receive it and shall not utilise any secret or confidential knowledge or information acquired in connection with this Agreement to the detriment or prejudice of the other party or use the same for any purposes save for the purposes of this Agreement.
10. DATA PROTECTION
10.1 The Client shall ensure that it has in place all necessary consents in connection with Personal Data to allow Your People Potential Ltd at all times to perform the Services without infringing any third party rights. Your People Potential Ltd shall not be liable to perform the Services to the extent it is unable to due to a breach of this Clause.
10.2 Your People Potential Ltd warrants to the Client that it will only use the Personal Data for the purpose of carrying out its obligations hereunder and that it will ensure that all reasonable and appropriate security measures are in place to protect the Personal Data and that it will destroy or deliver up the Personal Data upon written demand from the Client, and further, that it has in all respects complied with its obligations under the Data Protection Act 1998, the General Data Protection Regulation (GDPR) of 2018 and any amendments to or re-enactments thereof.
11. INTELLECTUAL PROPERTY
All intellectual property rights, including copyright, patents and design arising in connection with this Agreement shall belong to and remain vested in Your People Potential Ltd and the Client shall execute any document necessary for this purpose.
In accessing the services you agree not to:
a. Reproduce the content (other than as allowed under these terms and conditions), modify or in any way commercially exploit any of the content;
b. Redistribute any of the content (including using it as part of any library, archive or similar service);
c. Remove the copyright or trade mark notice(s) from any copies of content made in accordance with these terms and conditions;
d. Make any commercial or business use of the services or resell or commercially benefit from any part or aspect of the services;
e. Commit plagiarism (i.e. the wilful act of presenting our or third party materials as your own).
12. WARRANTY
Your People Potential Ltd warrants that in carrying out the Services it has and will exercise all reasonable skill and care to be expected of a professional, experienced in such work.
13. HEALTH AND SAFETY
The parties shall comply with all applicable health and safety legislation and codes of practice.
14. TERMINATION
14.1 Either party may terminate this Agreement by written notice:
14.1.1 If the other party fails to remedy a material breach of this Agreement within 30 days of written notice identifying the breach and notifying of an intention to terminate; and/or
14.1.2 if the other party makes any voluntary arrangement with its creditors or enters into administration (whether or not pursuant to a court order) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts or is dissolved; and/or
14.1.3 if an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the other party; and/or
14.1.4 the other party threatens to cease to carry on business.
15. RIGHTS ON TERMINATION
Accrued rights, Clauses 5, 6, 7, 8, 9, 10, 11, 12, 15 and 18 and rights by their nature intended to survive termination of this Agreement, shall survive any termination of this Agreement.
16. ASSIGNMENT
This Agreement is personal to the Client and may not be assigned by the Client in whole or in part.
17. FORCE MAJEURE
Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement (other than the obligation to make payments of money) due to any force majeure event including, Act of God, refusal of licence (other than as a result of any act or omission of Your People Potential Ltd) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, or any other cause beyond its reasonable control.
18. NON-SOLICITATION
The Client shall not during the term of this Agreement and for 6 months thereafter, entice or solicit for employment with it or any other entity any employee or associate of Your People Potential Ltd who has been engaged to provide the Services.
19. ENTIRE AGREEMENT
This Agreement sets out the entire agreement between the parties in relation to the subject matter hereof and supersedes all previous arrangements, agreements and representations whether written, oral or implied between the Client and Your People Potential Ltd relating to the Services.
20. AGREEMENT AMENDMENTS
Any amendments to this Agreement shall be in writing.
21. EFFECTIVENESS
This Agreement shall be effective upon signature by the parties.
22. THIRD PARTIES
Third parties have no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment to or re-enactment of it to enforce any provision of this Agreement.
23. LAW
This Agreement shall be construed in accordance with English law and the English courts shall have sole jurisdiction.
