In these standard terms of business “Ispire”, “Graham Roberts”, “Coaches”, “we”, “our” and “us” jointly and severally mean Ispire MC Ltd whose principal place of business is at 11 Lincoln Close, Bishops Stortford, Hertfordshire, United Kingdom, CM23 4EX. These standard terms of business apply to any services which we provide to you and may be supplemented by one or more letters or invoices dealing amongst other things, with the specific services to be provided and the fees payable. “Service” is defined as the work that we have agreed to undertake to you as particularized in the invoice delivered to you.
These standard terms of business may be revised by Ispire from time to time; if so, a copy of the revised terms will be sent to you and will apply from the date it is posted to you. You are of course free to terminate the arrangement between us if you do not accept the revised standard terms of business.
1.1. Personal or business information supplied by the client to us in coaching sessions will be treated as private and confidential. The information supplied to us will not be disclosed to a third party unless with the prior consent of the client, required by law or where such disclosure may be necessary to prevent harm to the client as determined by us.
2.1. It is inevitable that, in order for us to fulfil our task, it will be necessary to obtain a significant amount of information from you including your other professional advisers. To enable the work to be carried out as efficiently as possible, you should ensure that all information provided is complete, accurate and up-to-date and is supplied as quickly as possible. You should notify us as soon as possible of any changes or variations to that information which may arise after the date it is passed to us, as well as of any new circumstances which might be relevant to the work we are undertaking for you. Where we receive personal data or other information from you we do so on the understanding that it is provided to us in compliance with all relevant regulatory provisions and that you will indemnify us for any costs or losses we may suffer in using or disclosing that data or information either for the purpose indicated to you at the time of its receipt, or in accordance with your instructions.
2.2. In order to assist in communicating with you, correspondence and documents may be sent to you by unencrypted e-mail, via the internet. You will be aware that delivery via the internet is not guaranteed as a secure method of communication, nor are there any service standards for delivery; if you would prefer not to use email, either generally, or for highly confidential messages, please let us know.
2.3. We will not be liable for any breach of confidentiality or damages caused by us communicating by e-mail with you or other parties involved in a particular matter.
3.1. Our fees will be agreed before work is commenced and payment will be due and payable upon delivery of our invoice. Where additional staff are required to join the team working for you, they will be charged at the rates set out in the invoice. Time spent travelling is charged unless otherwise agreed before hand.
3.2. Our fees will exclude VAT which will be charged separately if applicable.
3.3. If our fees are to be calculated on a lump sum or capped basis or are to be subject to any discount, details will be set out in our invoice.
3.4. Estimates and/or quotations are given by us to the client in good faith based on the needs of the client as determined by us and unless otherwise agreed our fees may be higher or lower than the estimates or quotations given. The client hereby expressly acknowledges and agrees that the estimates and/or quotations are provided on a confidential basis and not to be disclosed to any third party without our consent.
3.5. In certain circumstances, there may be an expectation that a third party will pay your costs. In the event that such a third party does not pay the amount due, you will be required to pay the outstanding sum.
3.6. Subject to clause 1.1 above, if, in the course of providing our service to you or following early termination of our service, a third party seeks access to documents held by us, or seeks to interview any employee of ours, in connection with any work we have done for you, we may be required as a matter of law to comply, or otherwise deal, with such request. In such circumstances, we will notify you and seek your approval if possible, but if it is not practicable to do so, we will proceed on the basis that you are not prepared to waive confidentiality and that we should only comply with the request to the extent that we are legally required to do so.
3.7. You will be responsible for our fees in dealing with any such request, including where necessary the costs of identifying, removing and/or scheduling documents, attending interviews in connection with the validity of the request. These fees may also include legal fees or the cost of third parties engaged by us in order to advise on issues connected with the request.
4.1. Expenses such as (but not limited to) travelling expenses, international telephone calls and faxes, couriers, stamp duty, filing or registration fees, external photocopying and search fees will be charged at cost in addition to our fees.
5.1. Our invoices are due in full when rendered. We reserve the right to charge interest if they are not settled in full within 30 calendar days of their date. Any interest will be calculated from the date of the bill(s) until the date of payment, and will be charged at a rate at our discretion from time to time. Interest will be charged on a daily basis. If an invoice incorporates a discount at our discretion (either in the invoice itself or in other correspondence), such discount will only apply if the full amount of the bill is paid within 14 days (or such longer period as stated in the invoice or in other correspondence).
5.2. Notwithstanding the terms and conditions set out in our invoices, a breach of payment terms will result in late payment fees being incurred and applied to the outstanding invoice amount. The value of the late payment fees will be determined by the outstanding invoice amount and the length of delay to payment being received, as per The Late Payment of Commercial debts (Interest) Act 1998 as supplemented and amended by the Commercial Debt Regulations 2002.
5.3. Without prejudice to clause 5.2 above, in the event of a payment not being made either in respect of an invoice or on account, we reserve the right to decline performing any further service, to render an invoice for the work done up to that date and claim any outstanding sum under the invoice, if necessary.
1.4. All sums paid to us by way of our fees, disbursements and other expenses shall be free from all taxation, levies and charges (including bank charges), except for deductions or withholdings required by law. If any deductions or withholdings are required by law, you will pay us such sums as will leave us with the same amount as we would have been entitled to receive in the absence of such deductions or withholdings.
6.1. You hereby agree and acknowledge that the Service including without limitations background, foreground, sideground and postground Intellectual Property, information, documents and materials provided to you is the intellectual property owned by Ispire MC Ltd and agree to apply the same level of protection as if the intellectual property was owned by you.
7.1. You agree to indemnity us for any loss, liability and costs which is incurred by us arising from directly or indirectly from the breach of the terms of the services to be provided by us including without limitation any claim of infringement of Intellectual Property Rights or confidentiality which are owed to us.
8.1. You hereby agree not to hold us or Ispire MC Ltd personally for any liability in connection with providing the Service (including without limitation any and all information, documents and materials provided to you) for failure or delay arising from a cause beyond our control including without limitation labour dispute, act of God, civil commotion or disobedience, war, infectious disease or pandemic, or compliance with a law or governmental order, rule, regulation or direction.
8.2. You hereby further agree not to hold us or Ispire MC Ltd personally liable for any direct or indirect loss or consequential damage beyond the sum charged by us in our invoice.
9.1. Subject to Clause 10 below, should our service not be carried through to completion by your request or your repudiation determined by us, we will charge in respect of all work already completed calculated as set out above and stated in our invoice. You will also be billed for any disbursements incurred or payable on your behalf.
9.2. Without prejudice to Clause 9.1 above, in the event that you notify us of your cancellation or intention to cancel the Service with less than 48 hours prior to the original date of the Service, we reserve the right to charge hereunder and you agree to pay in full the fee stated in the invoice delivered to you plus any and all disbursements incurred by us. If you give less than 48 hours prior notice to the original date of the Service but elect to re-schedule the Service on another date to be agreed at our discretion, you agree to pay half (50%) of the fee stated in the invoice plus any and all disbursements incurred by us for the re-scheduled Service. If you give more than 48 hours prior notice of the original date of the Service to re-schedule the Service on an alternative date to be agreed at our discretion, no additional fee will be charged and only the original fee on the invoice will be due and payable.
10.1. We reserve the right to cease providing our service to you in the event our invoices are not settled in full and on time or requested by us, or you do not comply with our requests for payment on account prior to commencing the Service, or we believe that your action is a repudiation of the service to be provided by us, or there is a breakdown of confidence between us, or in any other circumstances where in our opinion it is not appropriate or possible for us to continue to provide our service to you. In these circumstances we will render a final invoice in respect of our costs and disbursements.
This agreement shall be governed by, and construed in accordance with, the laws of England and Wales. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this agreement and any matter arising therefrom.