
Your People Potential Terms Conditions 2021
Terms & Conditions
(for the delivery of Training, Strategic HR, Coaching and Employee Support services)
Please read these Terms & Conditions carefully before signing a Booking Form with Your People Potential. By signing a Booking Form for Services with Your People Potential, you signify your agreement to be bound by these terms.
Parties:
- YOUR PEOPLE POTENTIAL LIMITED is a company incorporated and registered in England and Wales with company number 09492530 whose registered office address is 3 Kings Court, Willie Snaith Road, Newmarket, Suffolk, England, CB8 7SG (“Your People Potential” / “we” / “us”); and
- You are the CLIENT who has engaged us to provide you with Services (the “Client” / “you”), as identified in a Booking Form.
- DEFINITIONS AND INTERPRETATION
- The definitions and rules of interpretation in this clause apply in these Terms & Conditions (“Agreement”):
Ad Hoc Services: means single sessions for Services, including one to one employee support and coaching services.
Booking Form: means the booking form issued to the Client by Your People Potential, which incorporates the terms of this Agreement.
Charges: the charges for the Services set out in a Booking Form.
Client Materials: all information, text, photos and other materials provided by you to us for use in the provision of the Services.
Data Protection Laws: means the Data Protection Act 2018, the UK GDPR and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation, and to the extent applicable, the data protection or privacy laws of any other country.
Delegate: the individual members of the Client’s staff who are to receive the Services, as set out in a Booking Form.
Expenses: any expenses incurred by Your People Potential in respect of travel and accommodation wholly and necessarily for the purposes of the Services, as may be identified in a Booking Form.
HR Support: any strategic HR Support services.
Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Personal Data: has the meaning under any applicable Data Protection Laws.
Services: the services to be provided by Your People Potential to the Client under this Agreement. This can include the provision of coaching / training sessions (either online or in person) relating to strategic HR, training, coaching and/or employee support services. The Services are either provided as part of a Training Programme, HR Support or Ad Hoc Services.
Trainer: the designated Your People Potential representative who is delivering any training Services.
Training Date: a date that any meetings, consultations or training Services are scheduled to take place on, as detailed in a Booking Form.
Training Location: the location / venue for the provision of any training Services, as detailed in a Booking Form.
Training Materials: all text, data, presentations, course content and reports developed or provided by Your People Potential to you in relation to the Services in any media.
Training Programme: a period of training Services (for the duration specified in a Booking Form), provided by Your People Potential on a subscription basis.
Working Day: Monday to Friday, excluding public holidays in England.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation for the time being in force made under it.
- The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- Clause headings are for reference purposes only and shall not affect the interpretation of the clause.
- Time shall not be ‘of the essence’ for the performance of the Services.
- A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.
- ENGAGEMENT
- This Agreement shall:
- apply to and be incorporated into any Services purchased by you; and
- prevail over any inconsistent terms or conditions contained in, or referred to in, the Client’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
- Once a Booking Form has been signed by both of the parties it will be binding and in consideration of payment to Your People Potential of the Charges, the Client engages Your People Potential under this Agreement, and Your People Potential agrees, to provide the Services.
- This Agreement shall:
- GENERAL OBLIGATIONS
- We will provide the Services to you using reasonable care and skill. Our instructors provide the Services based on their experience as trainers. However, it is your sole responsibility to check with your GP or medical practitioner for medical advice.
- You agree to provide access to any Training Location (that is within your control) to the Your People Potential Trainer at least 30 minutes to the scheduled start time of the training Services.
- The parties shall comply with all applicable health and safety legislation and codes of practice throughout the provision of the Services.
- From time to time we may request that you provide us with certain Client Materials or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us. If we are unable to perform our obligations to you under this Agreement because we have been prevented or delayed by you, such as your failure you must ensure the accuracy of all such Client Materials or information provided to us. If we are unable to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services.
- Where any training Services are provided remotely online, you are solely responsible for ensuring that each Delegate has a computer device and Internet connection suitable for them to receive any online Services. The online transmission quality of the training sessions is subject to internet speed, local telephone exchange, network coverage and other external factors of infrastructure outside the control of Your People Potential.
- POSTPONEMENT, CANCELLATION, NON-ATTENDANCE AND WITHDRAWAL
- Postponement: Subject to our availability to re-schedule a Training Date within 40 days of the original Training Date, a Training Date may be postponed:
- where you provide Your People Potential with at least 10 Working days’ written notice prior to the Training Date; or
- where the Client provides Your People Potential with less than 10 Working days’ written notice prior to the Training Date, Your People Potential will be entitled to apply an administration change of £150 for each postponed Training Date,
- Postponement: Subject to our availability to re-schedule a Training Date within 40 days of the original Training Date, a Training Date may be postponed:
and in each case, the parties shall seek to agree any changes to the Training Date and Training Location (if required) at that time in good faith. If Your People Potential is unable to provide a new Training Date within 90 days of the original Training Date then you will have the option to retain the original Training Date or to the postponement will be treated as a cancellation in accordance with clause 4.2.
- Training Cancellation: You have the right to cancel single appointments for training Services (but not full Training Programmes) by providing Your People Potential with prior written notice, however the following cancellation fees will apply depending on the amount of notice that is provided:
Notice Period Provided Prior To Commencement of a Training Date* | Percentage of the Charges for the Cancelled Service |
40-31 Working Days | 25% of the Charges |
30-21 Working Days | 50% of the Charges |
20-11 Working Days | 75% of the Charges |
10 Working Days or less | 100% of the Charges |
- Training Services Non-Attendance: If a Delegate fails to attend a Training Date on which they are booked, then the Charges for that session will remain payable in full and no transfer will be permitted. If a Delegate is unable to commence a Training Programme, you are able to nominate a substitute attendee. Notifications of any such substitutions should be received by Your People Potential at least 48 hours prior to the Training Programme start date to be effective.
- Training Services Withdrawal: If a Delegate withdraws from a Training Programme part-way through the Training Programme, all Charges for that Training Programme will remain payable for the full duration of the Training Programme, as detailed in the applicable Booking Form.
- Changes by Your People Potential: We will use reasonable efforts to provide any training Services on any Training Dates at the Training Location. Notwithstanding, there may be occasions changes need to be made due to circumstances outside of our control. As such, we reserve the right to alter published course content, trainers, Charges, Training Dates or Training Location without prior notice. Notwithstanding, we aim to give you as much advance notice of any changes as practicable. If any Delegates are materially affected by such a change, the Client will have the option of a full refund / credit of the Charges for the affected Services or of rescheduling to a future Training Date.
- Ad Hoc Services Cancellation: You have the right to cancel any Ad Hoc Services by providing Your People Potential with at least 24 hours prior written notice.
- Ad Hoc Services Withdrawal: In the event that a Delegate fails to attend any Ad Hoc Service session, Your People Potential reserves the right to charge for 50% of the Charges for that session.
- CHARGES AND PAYMENT
- You must pay the Charges specified in the applicable Booking Form. Payment must be made in pounds sterling and the Charges are exclusive of VAT, which is payable in addition to the Charges where applicable.
- Charges for Training Programmes are payable one week prior to the commencement of each Training Date.
- Ad Hoc Services are invoiced in arrears within a week of the provision of the Services. Ad Hoc Services are based on the Your People Potential then current hourly rates.
- HR Support is invoiced at the end of each calendar month.
- Any administration fees or cancellation fees under clause 4 will be invoiced after the notice of postponement / cancellation has been received by Your People Potential.
- You agree to pay us for any expenses that we reasonably incur that are related to the provision of the Services. We will invoice for any such expenses within two weeks of the relevant Service delivery.
- You will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement.
- If you do not pay an invoice issued to you by the relevant due date, we reserve the right to take the following actions:
- charge interest on any outstanding sums from the due date for payment at a rate of 5% above the Bank of England’s then current bank rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or
- suspend the Services until full payment of any outstanding Charges have been made.
- We may set-off any liability that you may have to us against any liability that we may have to you.
- INTELLECTUAL PROPERTY RIGHTS
- We will retain all Intellectual Property Rights and other rights in the Training Materials. You acknowledge that Your People Potential and its personnel may use any non-confidential details of the Services (including sharing any analysis or results from the Services on an annonymised basis) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print, on our social channels and on our website).
- We warrant, to the best of our knowledge, that the Training Materials (excluding any Client Materials) and any third party content does not infringe any third party Intellectual Property Rights.
- Where you provide us with any Client Materials to be used as part of the Services, you hereby grant Your People Potential a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Client Materials solely for use in the provision of the Services and the creation and use of the Deliverables.
- We hereby grant you a non-exclusive, revocable, non-transferable, royalty-free, worldwide licence to allow you to make reasonable internal use of the Training Materials by the relevant Delegates for the duration of the Services.
- The Client must not (and must ensure that its Delegates do not):
- reproduce any content from the Services (other than as permitted under this Agreement), modify or in any way commercially exploit any of the content from the Services;
- distribute any of the content from the Services (including using it as part of any library, archive or similar service);
- remove the copyright or trade mark notice(s) from any copies of the Training Materials;
- make any commercial or business use of the services or resell or commercially benefit from any part or aspect of the Services;
- commit plagiarism (i.e. the wilful act of presenting our or third party materials as your own).
- The Client will indemnify and keep Your People Potential indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Your People Potential arising out of or in connection with:
- a breach of clause 6.5;
- any claim in relation to the Client Materials infringing a third party’s Intellectual Property Rights;
- any claim in relation to the Client Materials’ contents, accuracy or completeness; and/or
- any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to us.
- CONFIDENTIALITY
- A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
- In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
- to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;
- not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and
- to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
- Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:
- is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;
- the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
- the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
- is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
- is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
- This clause 7 shall survive termination of this Agreement, however arising.
- Notwithstanding this clause 7, Your People Potential may make reference to the Client’s contract with Your People Potential within any proposal to any other clients, provided only fundamental facts are divulged and not any Personal Data or Confidential Information.
- DATA PROTECTION
- Data Specification. The Client must provide Your People Potential with a document setting out the (a) subject matter and duration of any processing to be undertaken by Your People Potential; (b) the nature and purpose of the processing; and (c) the type of Personal Data and the categories of data subject relevant to this Agreement.
- Data Controller. The Client acknowledges and agrees that it will be the Data Controller under this Agreement and that it will be responsible for adequately addressing the use of cookies and data protection obligations in its end-customer / client terms and conditions and policies. As Your People Potential does not have any control over the Client’s data protection notices, policies and terms and conditions, the Client will indemnify and keep Your People Potential indemnified against all losses, costs, and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Your People Potential arising out of or in connection with any claim in respect of: (a) a breach of clause 8.1, 8.2 or 8.3; (b) any liability arising whatsoever in respect of the cookies on, or the capture of Personal Data through, the Client’s website(s); and (c) the consent of data subjects for the exportation of any Personal Data outside of the European Economic Area by Your People Potential under clause 8.6.
- Data Processor. Your People Potential acknowledges and agrees that it will be the Data Processor under this Agreement and that it shall: (a) keep all Personal Data it receives, stores and collects from the Client strictly confidential (pursuant to clause 7 (Confidentiality), and not disclose any Personal Data to third parties; (b) not use the Personal Data for any purpose other than to perform its obligations under this Agreement; (c) ensure that all Personal Data it receives, stores and collects from the Client is processed in accordance with this Agreement or as otherwise instructed in writing from time to time by the Client and Your People Potential shall not process the Personal Data for any other purpose, unless required by law to which Your People Potential is subject, in which case Your People Potential shall to the extent permitted by law inform the Client of that legal requirement prior to responding to the request; (d) promptly carry out any written request requiring Your People Potential to amend, transfer or delete the Personal Data or any part of the Personal Data made by the Client during this Agreement; and (e) notify the Client without undue delay or in any case within 48 hours upon Your People Potential or any sub-processor becoming aware of a breach affecting Personal data and at this time providing the Client with all sufficient information required to meet any obligation to notify the relevant data protection authority or inform affected individuals under applicable Data Protection Laws. Your People Potential 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.
- Assistance. Your People Potential agrees to assist the Client with all subject access requests which may be received from an end-customer in a prompt timeframe (at the Client’s cost) and ensure that appropriate technical and organisational measures are in place to enable the Client to meet its obligations to those requesting access to Personal Data held by Your People Potential. Upon request, Your People Potential shall provide the Client with reasonably requested information within a reasonable timeframe to demonstrate its compliance with this clause 8. Your People Potential shall assist the Client in relation to any data impact assessments and/or any prior consultation with the relevant data protection authority, provided that Your People Potential shall be entitled to charge a reasonable fee for such assistance.
- Data Transfers. Your People Potential agrees not to transmit any Personal Data to a country or territory outside the European Economic Area without the Client’s prior written consent, provided that such consent is hereby deemed provided where the Personal Data is subject to an adequate level of protection in accordance with Data Protection Laws.
- Return of Data. Upon the termination or expiry of this Agreement for any reason, Your People Potential shall destroy all Personal Data to the Client as requested by the Client in writing, provided that this shall not prevent Your People Potential from retaining a copy to meet its legal or regulatory obligations.
- Safeguards. Taking into account the state of the art, the costs of implementation, and the nature, scope, context and purpose of processing as well as the varying risks to rights and freedoms of natural persons, the parties warrant that for the duration of this Agreement they will implement administrative, technical and physical safeguards sufficient to ensure the security and confidentiality, and protect against the unauthorised or accidental destruction, loss, alteration, use, or disclosure, of Personal Data and other records and information of the end-customers or employees and to protect against anticipated threats or hazards to the integrity of such information and records.
- LIMITATION OF LIABILITY
- This clause 9 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:
- arising under or in connection with this Agreement;
- in respect of any use made by the Client of the Services, the Training Materials or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
- 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, request Your People Potential to propose a higher limit of liability subject to an increase in the Charges.
- All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
- You acknowledge and agree that:
- any training Services and Training Martials are prepared solely for training purposes and are not a substitute for formal advice;
- Your People Potential shall not be responsible or liable for the accuracy, veracity, legality of the information, documentation, opinions or any other content provided by the trainer or included in the training Services or the Training Materials; and
- the use of any information or Training Materials available within the training Services is at your sole risk.
- Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnities in this Agreement; or (iv) any other liability which cannot be excluded by law.
- Subject to clauses 9.4 and 9.5:
- Your People Potential will not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
- Your People Potential’s total liability to the Client in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited the Charges paid or payable for the duration of the relevant Services provided to the Client by Your People Potential (up to maximum of 12 months).
- DISCLAIMER: any Services or advice provided by Your People Potential are provided on an ‘as is’ basis only and do not constitute medical advice under any circumstances.
- This clause 9 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:
- TERMINATION
- Each Training Programme will automatically terminate at the end of the relevant period as detailed in a Booking Form, but it may not be cancelled early (other than as stated in clause 4.2, up to a maximum of two Training Dates cancellations during the term of the Training Programme).
- Ad Hoc Services and HR Support Services may be terminated by you by providing Your People Potential with at least two months’ written notice at any time.
- Your People Potential may terminate any Services and/or this Agreement at any time for convenience and without liability at any time immediately upon providing you with written notice. In such circumstances, we will provide you with a pro-rata refund for any Services that would have been provided after the effective date of termination, or a full refund where no training sessions have been completed at the effective date of termination.
- Without limiting any other rights or remedies, either party may terminate the Agreement with immediate effect by providing written notice to the other (defaulting) party upon, or at any time after, the occurrence of any of the events specified below:
- a breach by the defaulting party of its obligations under the Agreement which (if the breach is capable of remedy) the defaulting party has failed to remedy within 30 days after receipt of notice in writing requiring the defaulting party to do so; or
- an event, including (or similar in nature to) the following: (i) the defaulting party is unable to pay its debts as they fall due; (ii) the defaulting party goes into bankruptcy or liquidation either compulsorily (except for the purpose of restructuring or amalgamation) or voluntarily; or (iii) the defaulting party ceases to carry on its business.
- If this Agreement terminates for any reason: all charges payable by the you to Your People Potential under this Agreement will become due and payable immediately. This clause is without prejudice to any right by Your People Potential to claim for interest or any other right under this Agreement.
- Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of a breach of this Agreement which existed at, or before, the effective date of termination.
- FORCE MAJEURE
- Neither party shall be responsible or liable 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 unforeseeable acts, events, omissions or accidents beyond its reasonable control, including without limitation, an Act of God, refusal of licence (other than as a result of any act or omission of Your People Potential) or other Government act, fire explosion, embargo, terrorism, civil disturbance, accident, epidemics, lightning damage, electromagnetic interference, radio interference or strikes or industrial disputes.
- Where such an event continues for a period of four weeks or more, the party unaffected by the event may immediately terminate the Agreement without liability by providing the other party with written notice. In such circumstances, we will provide you with a pro-rata refund for any Services that would have been provided after the effective date of termination.
- INSURANCE
- Without prejudice to clause 9, each of the parties agree to maintain public liability insurance for a minimum amount of one million pounds for each and every claim and shall provide evidence of this cover to the other party upon request.
- NON-SOLICITATION
- The Client shall not during the term of this Agreement and for a period of six months thereafter, entice or solicit for employment with it or any other entity any employee or associate of Your People Potential who has been engaged to provide the Services.
- MISCELLANEOUS
- This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
- It may be necessary for us to update this Agreement and its terms from time to time. If you continue to use the Services after we have informed you of any amendments or additional terms to the Agreement, you will be deemed to have accepted these changes and they will be incorporated into this Agreement.
- Subject to clause 14.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.
- Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
- All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s address. It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this Agreement.
- You may not assign this Agreement without our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
- Nothing in the Agreement is intended to or shall operate to create a partnership between us, or to authorise either party to act as agent for the other, and neither party shall have authority to act on behalf of or otherwise to bind the other in any way.
- No one other than a party to this Agreement shall have any right to enforce any of its terms.
- No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
- 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) is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.