Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions and any Order Form or Statement of Work agreed between the parties;
• "Client", "you", "your" means the individual or entity purchasing or using our Services;
• "Company", "we", "us", "our" means Culture Hub Limited, a company registered in England and Wales (Company No. 16520584);
• "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential;
• "Content" means all materials, documentation, training materials, and other content provided as part of the Services;
• "Fees" means the fees payable for the Services as set out in the Order Form or as agreed in writing;
• "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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 rights, 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;
• "Order Form" means our written quotation, proposal, or order confirmation for Services;
• "Services" means the training, development, consulting, and related services provided by us;
• "Website" means www.culture-hub.com.

1.2 Interpretation

In these Terms and Conditions:

• References to "writing" include email;
• The singular includes the plural and vice versa;
• References to any statute or statutory provision include any modification or re-enactment;
• Headings are for convenience only and do not affect interpretation.

2. Acceptance of Terms

2.1 Agreement to Terms

By accessing our Website, using our Services, or entering into an Order Form with us, you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you must not use our Services.

2.2 Authority to Bind

If you are accepting these Terms and Conditions on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.

2.3 Additional Terms

Additional terms may apply to specific Services, which will be communicated to you before you use those Services. In the event of any conflict between these Terms and Conditions and any Order Form or Statement of Work, the Order Form or Statement of Work shall prevail.

3. Our Services

3.1 Scope of Services

We provide professional training, leadership development, sales development, customer success development, team development, and related consulting services. The specific Services to be provided will be detailed in an Order Form, Statement of Work, or other written agreement between the parties.

3.2 Service Delivery

We will:

• Provide the Services with reasonable skill and care;
• Use appropriately qualified and experienced personnel;
• Comply with all applicable laws and regulations;
• Perform the Services in accordance with the agreed specifications and timelines.

3.3 Client Cooperation

You acknowledge that our ability to provide the Services depends on your full and timely cooperation, including:

• Providing accurate and complete information;
• Making available necessary personnel and resources;
• Providing access to premises and systems as required;
• Making timely decisions and approvals;
• Ensuring participant attendance at scheduled sessions;
• Ensuring internal communication on programmes is managed effectively;
• Setting up an internal project team with an executive sponsor to work in partnership with us.

3.4 Modifications

We reserve the right to make minor modifications to the Services that do not materially affect the nature or quality of the Services. Any material changes will be agreed in writing.

4. Use of Services and Website

4.1 Acceptable Use

You agree to use our Services and Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates any applicable law or regulation;
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our express written permission;
• Transmit any material that is defamatory, offensive, or otherwise objectionable;
• Impersonate any person or entity or misrepresent your affiliation;
• Interfere with or disrupt the Services or servers;
• Attempt to gain unauthorized access to any portion of the Services;
• Share login credentials or allow unauthorized access to the Services.

4.2 Account Security

If we provide you with login credentials, you are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account.

5. Fees and Payment

5.1 Fees

The Fees for the Services will be as set out in the applicable Order Form, Statement of Work, or other written agreement. All Fees are exclusive of VAT, which will be added at the applicable rate.

5.2 Payment Terms

Payment terms shall be as specified in the applicable Order Form or Statement of Work. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date;
• Payment shall be made by bank transfer to the account specified on the invoice;
• Time for payment shall be of the essence.

5.3 Late Payment

Without prejudice to any other rights we may have:

• We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate;
• We may suspend or cancel the Services if payment is overdue;
• You shall pay all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.

5.4 Expenses

Unless included in the Fees, you agree to reimburse our reasonable, actual and necessary expenses (including travel, accommodation, and subsistence) incurred in providing the Services. Where possible, we will provide relevant documentation such as receipts.

5.5 Additional Services

Services not included in the original scope may be performed at your request, subject to our agreement on additional fees. Day rates for additional services will be agreed in writing before commencement.

6. Cancellation and Rescheduling

6.1 Cancellation Terms

Our cancellation terms will be specified in the applicable Order Form or Statement of Work. Our standard cancellation policy operates on a sliding scale based on notice period, with charges typically ranging from 0% to 100% of the Fees depending on the amount of notice given.

6.2 Termination for Convenience

Unless expressly agreed in writing, termination for convenience is not permitted once an Order Form or Statement of Work has been accepted.

6.3 Rescheduling

We will use reasonable endeavours to accommodate rescheduling requests, subject to availability. Rescheduling may be subject to the cancellation charges set out in the applicable Order Form or Statement of Work.

6.4 Force Majeure

Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including but not limited to acts of God, pandemic, war, terrorism, strikes, or failure of third-party services.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All Intellectual Property Rights in:

• Our methodologies, processes, tools, and know-how;
• Any Content, materials, or deliverables we create;
• Our Website and brand materials;
• Any pre-existing materials we use;

remain our property or that of our licensors. Nothing in these Terms transfers any Intellectual Property Rights to you except as expressly stated.

7.2 Licence to Use Materials

Subject to payment of all Fees, we grant you a non-exclusive, non-transferable licence to use the Content provided as part of the Services for your internal business purposes only. You may not:

• Reproduce, distribute, or publicly display the Content without our prior written consent;
• Modify or create derivative works from the Content;
• Remove any copyright or proprietary notices;
• Use the Content to provide training or similar services to third parties.

7.3 Client Materials

You retain all Intellectual Property Rights in materials you provide to us. You grant us a licence to use such materials solely for the purpose of providing the Services.

7.4 Feedback

Any suggestions, feedback, or recommendations you provide regarding our Services shall become our property, and we may use such feedback without restriction or compensation to you.

8. Confidentiality

8.1 Confidentiality Obligations

Each party agrees to:

• Keep all Confidential Information strictly confidential;
• Not disclose Confidential Information to any third party without prior written consent;
• Use Confidential Information solely for the purposes of this Agreement;
• Protect Confidential Information with at least the same degree of care used for its own confidential information.

8.2 Exceptions

The obligations in clause 8.1 do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement;
• Was rightfully known before receipt from the disclosing party;
• Is rightfully received from a third party without breach of any confidentiality obligation;
• Is required to be disclosed by law or court order (with notice to the other party where permitted).

8.3 Duration

The obligations in this clause 8 shall survive termination of this Agreement for a period of 5 years.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• We have the right to enter into this Agreement and provide the Services;
• The Services will be performed with reasonable skill and care;
• The Services will comply with all applicable laws and regulations.

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS:

• The Services are provided "as is" without any warranties, express or implied;
• We do not warrant that the Services will meet all your requirements or expectations;
• We do not guarantee any specific results or outcomes from the Services;
• We do not warrant that the Website will be uninterrupted, error-free, or secure;
• All implied warranties, conditions, and terms are excluded to the fullest extent permitted by law.

9.3 Your Warranties

You warrant that:

• You have the authority to enter into this Agreement;
• You will provide accurate and complete information;
• Your use of the Services will comply with all applicable laws and regulations.

10. Limitation of Liability

10.1 Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, business, opportunity, goodwill, or reputation;
• Loss of data or use of systems;
• Any damages arising from your use or inability to use the Services;
• Any damages arising from the acts or omissions of other participants in training programmes.

10.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE RELEVANT SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be excluded or limited under applicable law.

10.4 Reasonableness

You acknowledge that the Fees reflect the allocation of risk set out in these Terms and that we would not enter into this Agreement without these limitations on our liability.

11. Indemnification

You agree to indemnify, defend, and hold harmless Culture Hub Limited, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms and Conditions;
• Your violation of any applicable law or regulation;
• Your violation of any third-party rights;
• Any content or materials you provide;
• Your negligence or willful misconduct.

12. Termination

12.1 Term

This Agreement shall commence on the date you accept these Terms and continue until the Services are completed or terminated in accordance with this clause.

12.2 Termination for Breach

Either party may terminate this Agreement immediately by written notice if the other party:

• Commits a material breach that is not capable of remedy;
• Commits a material breach capable of remedy and fails to remedy it within 14 days of written notice;
• Becomes insolvent, bankrupt, or enters into liquidation or administration.

12.3 Consequences of Termination

Upon termination:

• All outstanding Fees become immediately due and payable;
• Each party shall return or destroy the other party's Confidential Information;
• All licences granted under this Agreement shall terminate;
• Clauses that by their nature should survive shall continue in force.

13. Governing Law and Jurisdiction

13.1 Governing Law

These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

13.3 Dispute Resolution

Before resorting to litigation, the parties agree to attempt to resolve any dispute through good faith negotiation. If the dispute cannot be resolved within 30 days, either party may commence legal proceedings.

14. General Provisions

14.1 Entire Agreement

These Terms and Conditions, together with any Order Form, Statement of Work, or other written agreement between the parties, constitute the entire agreement and supersede all prior agreements, understandings, and representations. Where there is any conflict between these Terms and Conditions and a specific Order Form or Statement of Work, the specific agreement shall prevail.

14.2 Order of Precedence

In the event of any conflict or inconsistency between documents, the following order of precedence shall apply:

• The specific Order Form or Statement of Work;
• Any attached schedules or appendices;
• These Terms and Conditions.

14.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

No waiver of any provision shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

14.6 Third-Party Rights

Nothing in these Terms is intended to confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

14.7 Notices

Any notice required under these Terms shall be in writing and delivered by email or registered post to the addresses set out in these Terms or as otherwise notified.

14.8 Relationship of Parties

Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.

15. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective when posted on our Website. For existing Clients with ongoing Services, we will provide 30 days' notice of material changes. Your continued use of the Services after changes constitutes acceptance of the modified Terms.

16. Contact Information

For any questions about these Terms and Conditions, please contact us using the details above.