Standard terms and conditions for the provision of services

Encompass Equality Ltd is registered in England and Wales under company number 11103027. Our registered office is Church Cottage, Church Street, Kelvedon, Colchester, Essex, CO5 9AL.

These terms and conditions form the basis on which Encompass Equality Ltd provide services to you. Please read them carefully as they contain important information. If you have any queries about these terms and conditions, you can contact us at hello@encompassequality.com.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

Contract: the contract between Client (“you/your”) and Encompass Equality Ltd (“we/us/our”) for the supply of Services in accordance with these Terms.

Consultancy services: any part of the Services involving bespoke advice or services, whether on an on-going or one-off basis and as indicated in the Order form.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Membership services: a regular annual subscription for a limited set of our Services which are specified in the Order form and payable in advance.

Mentoring session: any mentoring or coaching session, seminar or workshop provided by us in accordance with these terms.

Order form: a separate document will accompany these Terms which will set out our charges, the extent and detail of our Services, how payment will be made and when and instances where cancellations can be made and applicable charges.

Project: the piece of work you have asked us to complete as detailed in the Order form.

Services: the services that we are providing to you on these Terms and as specified in the Order form, which may include our Consultancy services, Training sessions, Membership services and/or any other services we may agree to provide you from time to time.

Terms: the terms and conditions set out in this document.

Training session: any training, mentoring or coaching session, talk, seminar or workshop provided by us in accordance with these Terms.

Writing or written: includes email.

1.2 The headings do not affect the interpretation of these Terms.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

2. Basis of Agreement

2.1 A contract shall be formed between you and Encompass Equality Ltd (“Contract”) upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally) and shall continue unless and until terminated in accordance with clauses 2.3 or 10 below.

2.2 In the event that the Services provided by Encompass Equality Ltd relate to a single, one-off Project or Consultancy services, this Contract shall automatically terminate on completion of the Services for the Project or the Consultancy services being provided and full payment being made by you, in accordance with these Terms and the Order form.

2.3 For all other Services (including Membership services) and for any requested continuation of the Contract after a single one-off Project has been completed, the minimum term of the Contract shall be 12 months (“Initial Term”) and you may not terminate the Contract prior to that date. If you do not serve notice of termination of the Contract to us more than 30 days prior to the expiry of the current 12 month period, the Contract shall automatically renew for a further period of 12 months.

2.4 These Terms, together with any applicable Order form(s), take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.

3. The Services

3.1 We shall provide the Services with reasonable care, skill and ability. We shall use our reasonable endeavours to meet any timescales set out in the Order form, but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.

3.2 We shall provide Services to you in accordance with the Order form and any variations to the Order form agreed between us in writing.

3.3 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures do not form part of the Contract and are for illustration purposes only.

3.4 Membership services are as specified in the Order form, however, we reserve the right to amend the Membership services from time to time.

3.5 Should we require information or assistance (“Co-operation”) from your employees, officers, consultants or any other party in order to perform all or part of the Services, you shall ensure that they provide such Co-operation to us in a timely manner. We shall not be liable for any failure to deliver our Services to the extent that we were unable to do so because you did not procure such Co-operation.

4. Fees and Booking

4.1 The charges for the Services and Membership services are as set out in the Order form.

4.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Order form. For renewals of Membership services, price increases will apply and will be notified to you in advance of the date of renewal.

4.3 For Services where fees are payable in one single payment, we will provide you with an invoice for the payment of the sum in advance of the Services being provided.

4.4 Where the fees are to be made by a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the relevant stage of the Project, as agreed between you and us, and as specified in the Order form.

4.5 Where the Services are provided on a time-and-materials basis:

4.5.1 the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates in force at that time (and agreed in advance with you). Any increase in rate will be agreed with you in writing in advance;

4.5.2 our daily fee rates are calculated on the basis of a seven-hour day worked between 9.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);

4.5.3 we shall be entitled to charge at an overtime rate of 50% of our normal rate for time worked outside the hours referred to in condition 4.5.2 above; and

4.5.4 we will invoice you monthly in arrears unless otherwise agreed in writing.

4.6 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).

4.7 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 30 days of the date of the invoice, unless otherwise stated in the Order form. Membership services must be paid in full at the outset of the Contract or if we have agreed that you may pay in quarterly instalments, 30 days in advance of the quarter in which the Membership services will be accessed.

4.8 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:

4.8.1 charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and

4.8.2 set off any sums that you owe us against any payment that you have made to us in relation to any other Service; and

4.8.3 suspend all or part of the Services until payment has been made in full.

4.9 All fees and charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venues, hotels, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.

5. User accounts and registration

5.1 To access some of the Services, including some of the Membership services, we may require you to register for a user account with us.

5.2 You are responsible for making sure that your password and any other account details are kept secure and confidential.

5.3 If we have reason to believe there has been or is likely to be a breach of security or misuse of your account by you or any other party, we may notify you and require you to change your password, or we may suspend or terminate your account in our sole discretion.

6. Other activities

Nothing in these Terms shall prevent us from being involved in any way in any other business as long as that does not cause us to breach any of our obligations under these Terms.

7. Confidential information and our materials

7.1 We acknowledge that we may have access to confidential information about your business, your suppliers and your customers in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.

7.2 You will keep strictly confidential all information about our business, our suppliers and our customers.

7.3 The restrictions in clauses 7.1 and 7.2 do not apply to:

7.3.1 any use or disclosure required by law;

7.3.2 any disclosure authorised by the party who owns the confidential information; or

7.3.3. any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).

7.4 All property of whatsoever nature that we supply to you (including any materials, equipment, drawings, specifications and data) shall, at all times, remain our exclusive property. You agree to keep them safe and in good condition until you return them to us, and you agree not to dispose of such property or use it other than in accordance with our written instructions or authorisation.

8. Data protection

8.1 You consent to our holding and processing data relating to you for legal, personnel, administrative, management and marketing purposes.

8.2 You consent to our making such information available to those who provide products or services to us such as advisers, associates, consultants, coaches, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or any part of our business.

8.3 You consent to the transfer of such information to our business contacts (such as server hosts) outside the European Economic Area.

9. Intellectual property

9.1 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials, unless otherwise stated in the Order form.

9.2 You may use, distribute, reproduce or make copies of any report or deliverable that we provide to you resulting from or on completion of the Services for your internal business purposes only, provided that, at all times, it is marked as confidential to your business and Encompass Equality Ltd is clearly attributed as the author of the material.

9.3 You grant, or shall procure the grant (as applicable) to us, of a non-exclusive, sublicensable, perpetual, worldwide, royalty free licence to use all or any Intellectual Property Rights in any materials or content you submit to us or require us to use to provide the Services.

9.4 Further to the grant of licence in clause 9.3, you agree that we shall have the right to use and display your company name, logo and branding on our website and in our materials for marketing and promotional purposes.

9.5 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.

9.6 You may not use our Intellectual Property Rights except in accordance with these Terms. If you have subscribed for a Membership with us, we will provide you with a membership logo to be used for limited purposes by you whilst you are still a member, and in accordance with our guidelines which will be notified to you with the logo.

10. Termination

10.1 Subject to the provisions of clause 2, either of us may terminate this Contract on one months’ notice for any reason with no liability to the other (apart from liabilities that had already accrued and been incurred).

10.2 In the event that the Services provided by us relate to a one-off Training session, you may cancel by notice in writing to us.

10.3 In the event of a cancellation in accordance with 10.2, you must pay us the following fees:

10.3.1 If notice of cancellation is received 14 days or less before the start of the relevant training session, a cancellation fee of 100% of the fee for the Training session.

10.3.2 If notice of cancellation is received more than 14 days but less than 30 days before the start of the relevant Training session, a cancellation fee of 50% for the Training session, and

10.3.3 If notice of cancellation is received more than 30 days before the start of the relevant Training session no cancellation fee is payable.

10.4 Clauses 10.2 and 10.3 above do not apply where the Training session or any Mentoring session forms part of the Membership services. Any request to cancel or postpone any part of the Membership services is entirely at our discretion and, where we agree to do so, must be rescheduled to occur within the current period of the Membership services. If an alternative date cannot be agreed or accommodated, this part of the Membership services will not be performed and no refund or credit for any portion of the Membership services will be due to you.

10.5 If there is an urgent need to postpone either by us or you due to unforeseen circumstances, both parties agree to collaborate in agreeing to reschedule to a revised time and/or date within a reasonable timeframe.

10.6 You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.

10.7 Notwithstanding the provisions of clause 2 or clause 10.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:

10.7.1 You fail to make a payment when due and payable under this Contract;

10.7.2 You commit any gross misconduct affecting our business;

10.7.3 You commit any serious or repeated breach or non-observance of any of the provisions of this Contract;

10.7.4 You are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

10.7.5 You commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests;

10.7.6 an order is made or a resolution is passed for your winding up;

10.7.7 an order is made for the appointment of an administrator to manage your affairs, business and property;

10.7.8 a receiver is appointed of any of your assets or undertaking;

10.7.9 You make any arrangement or composition with your creditors or become bankrupt; or

10.7.10 You cease, or threaten to cease, to trade.

10.8 Our rights under this clause 10 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.

10.9 We shall not be obliged to retain documents and information relating to you after termination of this Contract.

11. Obligations on termination

11.1 On termination of this Contract, you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.

11.2 Where we terminate the Services, you will be invoiced only for the Services that have been completed prior to termination. For any Membership services that you have prepaid and not received, you shall be refunded pro rata for any unused months of the subscription period, excluding the month in which the Services are terminated.

12. Restrictions

During the period of the Contract, and for the period of 24 months after termination of this agreement, you must not directly or indirectly solicit any employee of ours who was involved in the performance of the Services.

13. Status

Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.

14. Limitation of Liability

14.1 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract or the Services (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).

14.2 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.

14.3 Without prejudice to the specificity of clause 3.5, if we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.

14.4 Unless otherwise agreed by us in writing, we provide no warranties or representations that the Services provided will be suitable for your intended purposes. Our Services do not constitute legal, financial or technical advice for which you should seek advice from a suitably qualified advisor.

14.5 You acknowledge that any Services provided digitally or via our website or your user account with us is provided on an “as-is” and “as-available” basis and without warranties of any kind.

14.6 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

14.7 This clause 14 shall survive termination of the Contract.

15. Notices

All notices sent by you to us must be sent to Joy Burnford on joy@encompassequality.com. We may give notice to you at either the e-mail or postal address you provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

16. Entire Agreement

These Terms and the Order form constitute the entire agreement between you and Encompass Equality Ltd. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.

17. Outsourcing, assignment and subcontracting

17.1 In providing the Services, we may on occasion need to use other parties to provide all or part of the Services. You agree that we shall be permitted to use any party that we deem in our sole discretion, has the suitable skills and expertise to perform the Services to a reasonable level of skill and care.

17.2 We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.

17.3 You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.

18. General

18.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will (to that extent only) be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

18.2 If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.

18.3 We may vary these Terms at any time (other than in relation to the fee to be charged). Other than that, no variation to these Terms or any Order form shall be valid unless in writing and signed by both parties.

18.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

18.5 If either you or us believes in good faith that the other has breached any part of these Terms, then it shall notify the other in writing, specifying in reasonable detail the nature of the alleged breach (a Notice of Breach). If the validity of the Notice of Breach is not disputed, then the recipient of the Notice of Breach shall promptly undertake to cure the breach.

18.6 Any dispute that has not been resolved within 15 days of receipt of the Notice of Breach pursuant to clause 18.5 shall first be submitted for resolution to a Director (or persons of comparable authority) for each of you and us. If the Directors are unable to resolve the dispute within 15 days after the date on which the Notice of Breach is received (or such longer time as is mutually agreed in writing) then you or us shall be free to pursue whatever remedies may be available to it in respect of the dispute.

18.7 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English court.