Terms & Conditions

Terms of Business

1. Interpretation

1.1 Definitions

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Booking Confirmation: as provided by Team Academy to the Client confirming the Services to be provided and detailing the Charges, Deliverables and Service Start Date.

Charges: the charges payable by the Client for the supply of the Services by the Team Academy, as set out in the Booking Form.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 11 (General) (inclusive).

Contract: the contract between the Client and Team Academy for the supply of the Services in accordance with the Booking Confirmation and these Terms of Business.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to Team Academy.

Deliverables: all documents, products and materials developed by Team Academy or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Deliverables set out in the Contract Details.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the services, including without limitation any Deliverables, to be provided by Team Academy pursuant to the Contract, as described the Booking Confirmation.

Services Start Date: the day on which Team Academy is to start provision of the Services, as set out in the Booking Confirmation.

Team Academy IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.

Total Charges: means all sums paid by the Client and all sums payable under the Contract in respect of services actually supplied by Team Academy, whether or not invoiced to the Client.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes fax and email.

2. Commencement

2.1 By using our Booking Confirmation you are agreeing to our Terms of Business. The Terms of Business are a legally binding agreement between you and Team Academy.

3. Supply of services

3.1 Team Academy shall supply the Services to the Client from the Services Start Date in accordance with the Contract.

3.2 In supplying the Services, Team Academy:

(a) shall perform the Services with reasonable care and skill;

(b) shall perform the Services in accordance with the service description set out in the Booking Confirmation;

(c) reserves the right to amend the Deliverables if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4. Client’s obligations

4.1 The Client shall:

(a) co-operate with Team Academy in all matters relating to the Services;

(b) provide, for Team Academy, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by Team Academy;

(c) provide, in a timely manner, such information as Team Academy may require, and ensure that it is accurate and complete in all material respects.

4.2 If Team Academy’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Team Academy shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses Team Academy sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Intellectual property

5.1 Team Academy and its licensors shall retain ownership of all Team Academy IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

5.2 Team Academy grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy Team Academy IPRs for the purpose of receiving and using the Services and the Deliverables in the Client’s business during the term of the Contract.

5.3 The Client grants Team Academy a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

5.4 The Client shall indemnify Team Academy in full against any sums awarded by a court against Team Academy arising of or in connection with any claim brought against Team Academy for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by Team Academy.

6. Non-solicitation

6.1 The Client shall not, without the prior written consent of Team Academy, at any time from the date of this agreement to the expiry of 12 months after the termination or expiry of this agreement, solicit or entice away from Team Academy or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Team Academy in the provision of the Services.

6.2 Any consent given by Team Academy in accordance with clause 6.1 shall be subject to the Client paying to Team Academy a sum equivalent to [20%] of the then current annual remuneration of Team Academy’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

7. Charges and payment

7.1 In consideration for the provision of the Services, the Client shall pay Team Academy the Charges in accordance with this clause 7.

7.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Team Academy at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.3 Team Academy shall submit invoices for the Charges plus VAT if applicable to the Client. The Client shall pay each invoice due and submitted to it by Team Academy, within 14 days of receipt, to a bank account nominated in writing by Team Academy.

7.4 If the Client fails to make any payment due to Team Academy under the Contract by the due date for payment, then, without limiting Team Academy’s remedies under clause 9 (Termination):

(a) the Client shall pay interest of 10% on the overdue sum at each of 30 days, 60 days and 90 days from the due date until payment of the overdue sum, whether before or after judgment and Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.5 All amounts due under the Contract from the Client to Team Academy shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability

8.1 Team Academy has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £10 million per claim. The limits and exclusions in this clause reflect the insurance cover Team Academy has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 The restrictions on liability in this clause 8.2 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.4 Nothing in the agreement shall limit Team Academy’s liability under clause 8.5 of the Contract.

8.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.6 Subject to clause 8.4 and clause 8.5, Team Academy’s total liability to the Client shall not exceed the Total Charges.

8.7 This clause 8.7 sets out specific heads of excluded loss [and exceptions from them]:

(a) Subject to clause 8.5, the types of loss listed in clause 8.7(a) are wholly excluded by the parties. The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

9. Cancellation, rescheduling, changes to booking

9.1 Requests to cancel or alter a booking must be provided in writing by email to lorraine@teamacademy.co.uk. Team Academy reserves the right to accept any cancellation or alteration at its sole discretion. If accepted Team Academy will issue a revised Booking Confirmation and/or issue a revised invoice as appropriate subject to the following penalty:-

Cancellation within 4 weeks of the event date                                 50% of Charges

Cancellation within 2 weeks of event date                                        100% of Charges

Postponement of up to 14 days within 4 weeks of event date       10% of Charges

10. Termination

10.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, Team Academy may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

10.3 On termination of the Contract for whatever reason:

(a) the Client shall immediately pay to Team Academy all of Team Academy’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Team Academy may submit an invoice, which shall be payable immediately on receipt;

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(c) termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Team Academy’s prior written consent.

(b) Team Academy may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, of the other party the other party belongs, except as permitted by clause 11.3.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation.

11.5 Variation.

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver.

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance.

If any provision or part-provision of the Contract 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 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to Lorraine@teamacademy.co.uk.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10 Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

11.11 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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