COROBEUS SPORTS CONSULTANCY LIMITED - TERMS and CONDITIONS OF BUSINESS
This document sets out the terms and conditions upon which Corobeus Sports Consultancy Limited, a company incorporated and registered in England and Wales with company number 06902045 whose registered office is at The Study, 102 Ackworth Road, Pontefract, West Yorkshire, WF8 4NQ (the “Consultant”) has been appointed by and agreed to provide consultancy services (the “Services”) to the company detailed in the Project Plan (the “Customer”), who, by signing the Project Plan, has indicated its agreement to be bound by such terms and conditions.
1. The following definitions shall apply in this agreement. “Document”: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form. “Intellectual Property Rights”: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including 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. “Project Plan”: the detailed plan setting out the estimated timetable and responsibilities for the provision of the Services, including a description of what work is to be done, what materials and Documents are to be provided, the dates by which each stage of the work is to be provided and such other information as may be appropriate. “Services”: the services to be provided by the Consultant as more properly described in the Project Plan, together with any other services which the Consultant agrees to provide to the Customer from time to time.
2. The Consultant shall provide the Services to the Customer on the terms and conditions of this agreement and on the date(s) specified in the Project Plan. Unless this agreement is otherwise terminated in accordance with clause 14, the Services supplied under this agreement shall continue to be supplied until completed in accordance with the Project Plan, whereupon the agreement shall terminate automatically.
3. The Consultant shall use reasonable endeavours to: (a) provide the Services to the Customer in accordance with the Project Plan in all material respects; and (b) meet any performance dates specified in the Project Plan; (c) keep a detailed record of all material steps carried out pursuant to the Project Plan; (d) keep the Customer regularly informed of the progress of the Services; and (e) attend such meetings with the Customer, as it may reasonably request from time to time.
4. Save as provided for in the Project Plan, the Consultant shall provide, at its own cost: (a) all necessary facilities and equipment to provide the Services to the Customer; and (b) the written and research elements of the Services at such locations as it shall determine may be appropriate.
5. The Customer shall: (a) co-operate with the Consultant in all matters relating to the Services; (b) provide, in a timely manner, such information as the Consultant may reasonably require for the performance of the Services, and ensure that it is accurate in all material respects; (c) be responsible (at its own cost) for preparing and maintaining the relevant equipment and materials and securing the relevant venues in accordance with the requirements described in the Project Plan; (d) inform the Consultant of all health and safety rules and regulations and any other reasonable security requirements that apply to any of the venues that it has secured for the supply of the Services; and (e) ensure that all of the relevant equipment and materials are in good working order, suitable for the purposes for which it is used in relation to the Services and available in accordance with the requirements of the Project Plan.
6. Where the Services involves the actual delivery (by a representative of Consultant) of an education module/class/course in accordance with the Project Plan (a “Module”) to groups of and/or individuals nominated by the Customer, the Customer acknowledges and agrees that: (a) it shall bear full responsibility for securing the attendance of the required number of individuals at each Module, each of whom shall be sufficiently fit and in good health to carry out the relevant activities; (b) the Consultant offers no guarantee that each or any of the selected individuals will successfully pass the Module, such success will depend upon individual preparation, dedication and application; (c) should it cancel or postpone (for whatever reason) the Module at any time prior to fourteen (14) days before the scheduled date of delivery, then the Customer shall remain liable to pay to the Consultant the full amount of the fees attributable to the delivery of that Module, notwithstanding such cancellation or postponement; (d) should it cancel or postpone (for whatever reason) the Module at any time between fourteen (14) and twenty-eight (28) days before the scheduled date of delivery, then the Customer shall remain liable to pay to the Consultant fifty (50)% of the full amount of the fees attributable to the delivery of that Module, notwithstanding such cancellation or postponement; and (e) in all cases of cancellation or postponement, the Customer shall provide the Consultant with as much notice as possible and both parties shall liaise in good faith to seek to agree an alternative date for such delivery, provided that, unless the Consultant agrees otherwise, where any Module is rearranged, the Customer shall pay the full amount of the fees attributable to the rearranged Module, notwithstanding any payments that may already have been made or accrued pursuant to this clause 6(c) or (d).
7. If the Consultant's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Consultant shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
8. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing. In such a case, the Consultant shall, within a reasonable time, provide a written estimate to the Customer of: (a) the likely time required to implement the change; (b) any necessary variations to the Consultant's charges arising from the change; and (c) the necessary variations to the Project Plan. Where the Customer wishes the Consultant to proceed with the change, the Consultant is not obliged to do so unless and until the parties have agreed the necessary variations to its charges, the Services and the relevant Project Plan.
9. In consideration of the provision of the Services by the Consultant and upon the provision of an appropriate invoice, the Customer shall pay the specific amounts (plus VAT, if applicable), in full and in cleared funds, on the dates set out in the Project Plan without deduction or set-off, to a bank account nominated in writing by the Consultant. In addition, unless otherwise agreed in the Project Plan, the Customer shall reimburse the Consultant for the costs of hotel, subsistence, travelling and other ancillary expenses reasonably incurred by the Consultant in connection with the Services.
10. Time for payment shall be of the essence of this agreement. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Consultant on the due date, the Consultant may: (a) charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and (b) suspend the provision of all Services until payment has been made in full.
11. As between the Customer and the Consultant, all Intellectual Property Rights and all other rights in the materials or Documents provided as part of the Services shall be owned by the Consultant and the Consultant licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to exploit the Services provided in accordance with the Project Plan.
12. The Consultant shall not be liable to the Customer under this agreement for any loss, damage, costs, expenses or other claims for compensation arising as a direct or indirect result of breach or non performance of this agreement due to a “Force Majeure Event”. For the purposes of this agreement a “Force Majeure Event” means any event affecting performance of this agreement arising from or attributable to acts, events, omissions or accidents which are not reasonably foreseeable by and which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, fire, earthquake, epidemic or other natural disaster, war, terrorist action, strike or industrial action or civil commotion.
13. The Consultant shall not be liable to the Customer under this agreement for damages in contract, tort or otherwise for any indirect or consequential losses including but not limited to any loss of revenue, business, contracts, anticipated savings, profits or wasted expenditure howsoever arising out of or in connection with the performance of its obligations under this agreement. The Consultant’s maximum aggregate liability to the Customer in contract, tort or otherwise for damages howsoever arising out of or in connection with the performance of the Consultant’s obligations under this agreement shall be limited to a sum equivalent to the total amount of consultancy fees payable as set out in the Project Plan.
14. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other on giving the other not less than one months' written notice if: (a) the other party commits a material breach of this agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing of the breach; or (b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or (c) the other party becomes insolvent, or has a liquidator or administrator appointed (and for the purpose of this clause “insolvent” shall mean in relation to a party the appointment of or the application to a court for the appointment of a liquidator, provisional liquidator, administrator, administrative receiver or receiver, the entering into a scheme of arrangement or composition with or for the benefit of creditors generally, any reorganisation, moratorium or other administration involving its creditors or any class of its creditors, a resolution or proposed resolution to wind it up, or becoming unable to pay its debts as and when they fall due or becoming deemed to be unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986).
15. On termination of this agreement for any reason: (a) the Customer shall immediately pay to the Consultant all of the Consultant's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Consultant may submit an invoice, which shall be payable immediately on receipt; (b) the Customer shall, within a reasonable time, return all of the Consultant's materials and Documents.
16. Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
17. This agreement and the Project Plan constitute the entire agreement between the parties in relation to the Services and replaces, extinguishes and supersedes all previous arrangements, understandings or agreements between them, whether oral or in writing, relating to the subject matter of this agreement. No variation of this agreement or of the Project Plan shall be valid unless it is in writing and signed by or on behalf of each of the parties.
18. The Customer shall not, without the prior written consent of the Consultant, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement. The Consultant may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
19. Nothing in this agreement is intended to, or shall operate to, create a partnership or a contract of employment between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Any person who is not a party to this agreement shall not have any rights under or in connection with it.
20. 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 law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim arising.