These Terms and Conditions (“the Agreement”) are agreed between the parties and govern each contract made between the Company and the Customer for the supply of products and services.
Terms of Agreement:
The following words and expressions shall have the following meanings:
“Company, We, Us” means Mike Fountain, Speed Development Project, and Mike Fountain Coaching.
“Confidential Information” means all information passing from one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of this Agreement), including but not limited to trade secrets, drawings, know-how, techniques, business and marketing plans and projections, arrangements and agreements with third parties, customer information, formulae, suppliers, concepts not reduced to material form, designs, plans and models, products, training materials, financial information;
“Business Day” means any day on which the banks are open for normal banking business in the City of London (other than Saturdays or Sundays);
“Customer, Delegate, You, Client, Member” means any party who has contracted with the Company pursuant to this Agreement
“Content” means all materials created or supplied by the Customer to the Company and all materials developed by the Company in the course of the provision of Services and Products;
“Commencement Date” means the date of this Agreement;
“Event” means a workshop, presentation, or seminar delivered for a client or run and organised by Fountain Strategy and Performance;
“Event Date” means the date on which an event has been scheduled to take place;
“Intellectual Property” means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any Confidential Information, business names and logos, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
“Payment” means any payment made from the Customer in accordance with Clause 6;
“Personnel” means any employee or officer including any agent or contractors of the Company;
“Product” means any product offered for sale by Fountain Strategy & Performance;
“Services” means all courses, training, presentations, coaching, workshops, seminars and assessments.
Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement.
3. Appointment of the Company
The Customer appoints the Company to provide the Services and/or Products within the timeframe on the terms and conditions of this Agreement. The Company accepts the appointment on the terms and subject to the conditions of this Agreement.
4. Obligations of the Company
4.1 The Company will provide the Services and/or Products in accordance with this Agreement and in accordance with any lawful requests and directions of the Customer from time to time during the term of this Agreement which relate to the provision of those Services and/or Products.
5. Obligations of the Customer
5.1 The Customer will provide the Company with all relevant information and access to such information that the Company may require to carry out the Services
5.2 The Customer will give adequate publicity and recognition to the Company as directed by the Company
6. Cost & Payment
6.1 The Customer will pay to the Company the Payment of the total cost quoted for the Services and/or Products as invoiced.
6.2 Monthly fees for coaching services are paid in full in advance as per the due date on the invoice.
6.3 Fees for Speaking, Presentations and Workshops are to be paid 50% at time of booking with the balance being paid 7 days prior to the event date unless otherwise stated.
6.4 Fees for Consultancy and Professional Services are invoiced at the end of each month or agreed billing cycle. Unless otherwise stated, payment will be made within 7 days of receipt and agreement of invoices, for work completed to the satisfaction of the Client.
6.5 All Coaching Clients must commit to a payment plan upon agreeing to these terms for any service.
6.6 Any bonus items and Course materials will not be made available until the Company is in receipt of at least 50% of Course fees or any such amount that the Company shall state from time to time.
7. Late Payment
All invoices submitted by the Company to the Customer are due for payment on the due date as detailed on the invoice. Late payment will be subject to the following:
7.1 In the event of a missed or late payment for a product all outstanding payments are immediately due. In the event of a missed or late payment for a service, the clients service will be immediately suspended and placed on hold. An administration fee may also be charged.
7.2 The Company will charge an administration fee of £10.00 for each letter sent to chase late payment
7.3 Late Payments will attract interest at the rate of 8% for each day that the invoice remains unpaid following the due date.
8. Workshop/Seminar/Presentation Bookings
8.1. Delegates must inform the Company of the date of their chosen booking within 14 days if this option is available. Failure to do so will result in the booking being deemed a cancellation and all monies paid will be forfeited and not eligible for a refund. Bookings will be accepted by telephone, email, post or in person.
8.2 Upon receipt of your booking you will be sent an acknowledgement from the Company setting out the full details of the course booked.
8.3 All deposits and/or payments must be paid in full at the time of booking
8.4 Travel expenses, accommodation, meals and refreshments are not included in the booking price, unless specifically stated. You will be expected to settle any invoices yourself directly with the venue.
8.5 Should a Workshop, Seminar or Presentation be cancelled or withdrawn due to circumstances beyond the Company’s control, you will be entitled to transfer to an identical Workshop, Seminar or Presentation commencing within 12 months of the date of commencement of the cancelled Workshop, Seminar or Presentation. No refund will be given if there is an identical Course available.
8.6 We reserve the right to move any Workshop, Seminar or Presentation to another venue within a 20-mile radius of the originally named venue providing you with not less than 24 hours notice.
8.7 Specific Workshop, Seminar or Presentation content may be subject to cancellation or alteration at any time, without prior notification.
8.8 Speakers may be subject to change or cancellation at any time, without prior notification.
9.1 The Company shall ensure that it has sufficient, suitable Personnel to perform its obligations under this Agreement.
9.2 The Company will immediately notify you if the Personnel are unavailable or unable to perform this Agreement and will nominate suitable replacement Personnel.
12. Changes & Cancellation
12.1 If you wish to make any change(s) to your order for Products/Services an administration fee may be payable.
12.2 If you wish to cancel your order for a Product or Service, we must receive written notification by post within 7 days of your order/or the date that this contract was signed to the following address: Mike Fountain Coaching, 56 Knockbracken Drive, Coleraine, BT52 1WN United Kingdom.
12.3 If you wish to cancel your coaching service, we must receive written instructions 30 days before your next billing cycle.
12.4 Upon cancellation of any service within 3 months of purchase, you must also return or reimburse Mike Fountain Coaching to the full price for any bonuses and Course materials received with the purchase of the service. An administration fee may also be charged.
13.1 If you have a complaint about any Service or Product then this should be set out in writing to the Company.
13.2 All complaints will be dealt with in accordance with the firm’s complaints policy.
14.1 Each party (“the first party”) indemnifies and undertakes to keep indemnified the other party, its officers, employees and agents (“the second party”) against any loss, damage, liability, costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party by any person or arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with this Agreement whether arising from any failure by the first party to comply with the terms of this Agreement, infringement of any Intellectual Property rights or otherwise.
14.2 The indemnity extends to and includes all costs, damages and expenses reasonably incurred by the second party in defending any such action, proceeding, claim or demands.
15.1 This Agreement may be terminated in writing by either party on the occurrence of any of the following:
15.1.1 in respect of any breach of this Agreement;
15.1.2 either party becomes insolvent within the meaning of the Insolvency Act 1986
15.1.3 you act in a way which damages the reputation of the Company
15.1.4 in respect of any default in clause 15.2
15.2 A party will be deemed to be in default of this Agreement if:
15.2.1 non payment of any Fee by the due date
16. Consequences of Termination
16.1 Where termination is by default pursuant to clause 15.2, the Company shall be entitled to render an invoice to the Customer in respect of any Services completed but not yet invoiced.
17. Intellectual Property Rights
17.1 Ownership of and Intellectual Property in all course materials remains vested at all times with the Company.
18.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except as provided in this clause 18.
18.2 Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
18.3 The parties' obligations to keep any information confidential will survive the termination of this Agreement.
18.4 The obligations of confidentiality under this Agreement do not extend to information that:
18.5.1 Was already in possession of both parties prior to the Commencement Date;
18.5.2 Any information which is in the public domain unless that information has been disclosed by default by party to this Agreement after the Commencement Date
18.5.3 Any information which is required to be disclosed by law or by order of the Court in England and Wales
19. Non Disclosure
19.1 Each of the parties to this Agreement intends to disclose information (the Confidential Information clause 18) to the other party for the purpose of this agreement.
19.2 Each party to this Agreement is referred to as ‘the Recipient’ when it receives or uses the Confidential Information disclosed by the other party.
19.3 The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party.
19.4 The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 19.3 above and this clause 19.4.
19.5 The undertakings in clauses 19.3 and 19.44 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
a) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
b) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party.
19.6 Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
19.7 The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.
19.8 Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.
19.9 The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement].
19.10 This Agreement is governed by, and is to be construed in accordance with, Northen Irish Law as set out in clause 27.
20. Non Solicitation
The Customer undertakes that for the duration of this Agreement and for a period of 12 months after its Termination it will not seek to directly or indirectly engage or solicit any employee, contractor, director or officer of the Company to carry out work directly for the Customer in any capacity either employed or upon a Consultancy basis.
21. Data Protection
Each party agrees and warrants to the other that it will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 including the storing and processing of personal data and all personal data acquired by it. Each party agrees to indemnify each other in respect of any loss, damage, liability, costs or expenses incurred by the other party by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.
22.1 In the event of ambiguity or conflict between any of the provisions of terms and the Schedules or Annexure, the provisions of this Agreement shall prevail over the Schedules or Annexure to this Agreement.
22.2 These terms shall prevail over any written terms and conditions of the Customer.
22.3 Any modification or amendments to these terms must be agreed between the parties in writing
23.1 Any notice, request or other communication shall be in writing and may be delivered or sent by hand (or if the recipient is in a different country by courier), first class post or by e-mail transmission to the other party to be served at its address appearing in the Proposal.
23.2 Any such notice or document shall be deemed to have been served if delivered personally at the time of delivery.
23.3 Correctly addressed notices sent by first class mail shall be deemed to have been delivered 48 hours (10 days if a different country) after posting (and in proving service by post it shall be sufficient to prove that the notice was properly addressed and posted), and correctly directed email transmissions shall be deemed to have been received instantaneously on transmission.
23.4 E-mails shall be deemed to have been received instantaneously unless an error or delay notification is received by the sender.
Neither party may assign or otherwise transfer any of the rights, duties and obligations contained in this Agreement without the prior written consent of the other party.
Nothing in this Agreement shall be construed as creating a partnership, association, joint venture, agency or employment relationship between the parties and neither party shall have the power or authority to bind the other party, contract in the name of that party or to create a liability against the other party without the prior written consent of that party.
26. Force Majeure
Neither party shall be liable for any delay or failure to perform any obligation contained in this Agreement if such delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such failure shall continue for a period of least 14 days then the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice.
27. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts.