Terms and Conditions
These terms and conditions are effective 1st January 2008
This document details the terms and conditions associated with the provision of services and materials through the Business, Lindsay McKenna Limited. Please read this prior to confirming bookings. These terms and conditions apply to all bookings accepted by us unless any exceptions to these terms have been discussed and agreed in writing between the parties. Throughout this document the term Business refers to Lindsay McKenna Limited.
With the exception of naming our clients as clients of our Business we undertake not, at any time, to divulge or allow to be divulged to any person any confidential matter relating to the Business or the affairs of the Client other than to sub-contractors who have signed an appropriate secrecy non-disclosure or others where the Client has expressly or by implication consented to the disclosure.
2. Outputs, materials and Information from Lindsay McKenna Limited
2.1 All intellectual property rights including copyright which are capable of existing in any documents, computer software or information or (without limit) other materials created or provided pursuant to this contract by the Business shall be and remain the Business's property.
2.2 The Client undertakes to keep all materials, documents, electronic software and information provided to it by the Business confidential to itself and not to distribute any product of the services provided to any third party without the prior written consent of the Business.
2.3 Any materials produced or supplied to the Client in which intellectual property rights are capable of subsisting shall be licensed to the Client for internal use only and only in connection with the purpose of the terms of reference for which the work was provided. Such license shall terminate if notice is given by the Business terminating this contract pursuant to clause 13.
2.4 The Client agrees to fully respect the copyright rules and regulations for example, to display copyright on all templates and materials provided by the business and not to photocopy or lift pages from the guidebooks or lift and use the Project-Change Frame® method in any other format or under any other name or ownership than that of the Business.
2.5 The Client agrees not to use the guidebooks for any purpose other than the personal use of the employees within the business who have had copies purchased for them. This includes not reselling or distributing the guidebooks or using them as a basis for producing in-house or external education and training events.
3. Charges and Payments
3.1 The Client agrees to pay the charges and expenses in accordance with the provisions of the Terms of Engagement as detailed on the booking confirmation or formal proposal document.
3.2 Where applicable fees are subject to value added tax (VAT) at the current rate.
3.3 Fee rates are subject to regular review and may on occasion be increased. Unless the Client objects to such increases within seven days of notification in writing all services shall thereafter be provided at the increased rates notified.
3.4 Estimates of charges for consultancy assignments are based on our judgment of the extent of external input required at the initial discussion stage. They should not be interpreted as a proposal to perform the assignment at a fixed price or within a specific fixed time, unless this is formally agreed.
3.5 During any period in which payments from the Client are overdue, the Business reserves the right to suspend the provision of additional products and services until such time as outstanding monies are recovered.
3.6 Payment is typically invoiced in UK pounds sterling, and can be paid in sterling or euros. When paid in euros the exchange rate used to calculate the payment must be correct on the day the money is transferred or the cheque written, not on the day the services were provided.
3.7 Invoices must be paid in full within 30 days of receipt of the invoice.
3.8 Minimum attendance fee. Workshops are charged on a per person rate with a minimum attendance charge equivalent to ten attendees. Clients will be invoiced the minimum charge if attendance on a workshop ever falls below ten people.
3.9 The Client shall not be entitled to withhold payment of any sum otherwise payable to the Business by reason of any claim, set-off or damages in relation hereto.
3.10. If an event or consultancy cannot proceed or be completed for reasons beyond our control (e.g. fire at the training venue, earthquake, flood, war, transport strikes, crashes, civil unrest) we will seek out any opportunity available to fulfil our commitment to the scheduled work. However we cannot accept responsibility for any financial losses occurred by the client as a result of the event not being able to proceed or be completed on the dates scheduled. In these instances we would also suspend cancellation charges for events which have to be postponed at short notice due to circumstances outside the control of the client, as indicated above.
4.1 If an individual workshop or assignment is cancelled within 40 days of the commencement date of the work the minimum attendance fee (see 3.8) or the daily consultancy rate will be payable in full, in addition to any costs incurred as a direct result of preparing for the work.
4.2 If an individual workshop or assignment is cancelled more than 40 but less than 60 days before the commencement date of the work the Client will be responsible for 50% of the minimum attendance charge (charge for ten people) or 50% of the daily rate agreed and any costs incurred as a direct result of preparing for the work.
4.3 Cancellations of individual workshops or assignments made more than 60 days prior to the commencement date will incur no cancellation charges, with the exception of all expenses incurred and purchases made in relation to the cancelled event.
4.4 If a programme (series of workshops, services and consultancy support) is cancelled prior to commencement but following formal agreement to proceed, 10% of the programme fee is chargeable as a cancellation fee, in addition to any expenses incurred in preparing for the programme. The calculation of the 10% fee is based on a minimum attendance of 10 people on all workshops included as part of this programme.
4.5 If one or more elements from a programme are cancelled after the commencement of the programme a cancellation fee of 15% of the agreed price for each element will be charged, in addition to any expenses incurred in preparing for the element cancelled. The calculation of the 15% fee for a cancelled workshop included in a programme is based on a minimum attendance of 10 people.
When the Business ships workshop materials to its clients prior to a workshop, it uses a track and trace to ensure safe arrival. Upon arrival it is the Client's responsibility to retain the materials in a safe place and have them available to the consultant for the workshop scheduled.
The Business cannot take responsibility for any loss or damage to these products once they are in the Client's possession and will charge for any necessary replacements in the event that loss or damage occurs.
The Business retains discretion as to which of its Consultants are assigned to perform its services but shall consult with the Client concerning any significant changes.
7. Recruitment of the Business’s Consultants and Staff
7.1 The Client undertakes that it (including for this purpose any subsidiary or associated company) or any person connected with it will not directly or indirectly recruit or use the services of a Consultant or employee engaged by the Business, during their association or employment with the Business and for a period of eighteen months after such person ceased working for Lindsay McKenna Limited.
8. Liabilities and Insurance
8.1 The Business shall not be liable to the Client for loss or damage to the Client's property unless due to negligence or other failure of the Business to perform its obligations under this agreement or the general law.
8.2 The Business shall have no liability to the Client for any indirect, special or consequential loss to the Client arising out of or in connection with the provision of any goods or services pursuant to this agreement and the total liability of the Business for any other loss of the Client arising pursuant to this agreement in respect of any one event or series of connected events shall not exceed the indemnity cover (if any) arranged pursuant to the terms of engagement, or if no such cover has been agreed between the Client and Business the charges payable by the Client in respect of the Business services hereunder.
8.3 All forecasts and recommendations in any report, proposal or letter are made in good faith on the basis of the information before the Business at the time; no statement is deemed to be a representation, undertaking, warranty or contractual condition. We shall not be liable to the Client for any losses which might arise from a consultancy assignment, nor any action which the Client may take on our recommendations or proposals.
9. Whole Agreement
Each party acknowledges that this agreement contains the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
10. Proper law and Jurisdiction
10.1 This agreement shall be governed by English Law in every particular including formation and interpretation and shall be deemed to have been made in England.
10.2 Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in England or Wales.
Failure by either party to enforce at any time or for any period any one or more of the clauses contained in this agreement shall not be a waiver of them or the right at any time subsequently to enforce all the terms and conditions of this agreement.
12. Consequences of Breach
The following breaches of this agreement shall entitle the party not in breach to terminate this agreement by immediate written notice and the rights and liabilities of the parties shall be determined in accordance with clause 13 below.
12.1 Failure by the Client to make payment of all sums due to the Business under the terms of the agreement.
12.2 Failure on the part of the Business to remedy any breaches of its obligation within a reasonable time following written notice from the Client which refers to this clause; specifies the breach with full particulars; indicates how the breach is to be remedied and specifies the Client's opinion of a reasonable time for the remedy to be carried out.
12.3 The doing or permitting of any act by which the Business's rights in any intellectual property may be prejudiced or put in jeopardy.
12.4 Any serious or persistent breach by the Client of its obligations.
In the event of this agreement being terminated the Client shall immediately pay the Business any sums due under this agreement.