The following terms and conditions apply to all companies, professionals or other entities (‘you’) undertaking coaching sessions (‘Coaching’) wish Narratively Limited (‘we’ or ‘us’). Please ensure you have read and understood these terms and conditions.
1.1 The following definitions and rules of interpretation in this clause 1 apply in these Terms and Conditions (unless the context requires otherwise).
“Coaching Session”: one or more 1-2-1 coaching sessions with us in relation to business topics.
“Fee”: the fee payable by you to us for the Coaching Session.
“Intellectual Property Rights”: patents, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, trade secrets, Material and training methods, business models and details of business relationships) 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.
“Material”: all documents, papers, drawings, designs, photos, graphics, logos, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by us for the Coaching Session.
“Registration form”: the form used to book the Coaching Session.
“We” or “us”: Narratively Limited, a company registered in England and Wales (09014330).
“You”: a registered company, partnership, professional, or other similar entity.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
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, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
2.1 By completing the Registration Form for the Coaching Session, you are agreeing to the terms and conditions set out in this document and they will form a binding contract between you and us. Where you are a company, you will ensure your employees, partners, agents, contractors, subcontractors and any other person attending the Coaching Session on your behalf shall comply with these terms and conditions. The contract is formed when we send you a booking confirmation form.
3.1 In consideration for us providing the Coaching Session you will pay the Fee for the Coaching Session.
3.2 The Fee must be paid in full at the time of completing the Registration Form. If payment is not received within 3 working days of completing the Registration Form, the Coaching Session will be cancelled and the payment of any refund for any fees paid in part or in whole will be at our complete discretion.
4.1 If you are unable to attend any Coaching Session you must give us at least 2 working days’ notice and we will re-arrange the Coaching Session for you. Any re-arranged Coaching Session must be booked within 4 weeks of the original cancelled Coaching Session. If the Coaching Session is not re-arranged within 4 weeks, then the Fee will remain payable in full and no refunds will be given.
4.2 If you fail to attend any Coaching Session and have not given prior notice of your non-attendance at least 2 working days before the Coaching Session then the Fee will remain payable in full and no refunds will be given.
5.1 If we are unable to attend the Coaching Session for any reason, we shall advise you of that fact as soon as reasonably practicable and we will look to re-arrange the Coaching Session within 4 weeks of the original cancelled Coaching Session. If we cannot re-arrange the Coaching Session within 4 weeks, you can request a refund of the Fee for the cancelled Coaching Session. Such refund will be made within 21 days. Alternatively, if you wish to re-arrange the Coaching Session outside the 4 weeks we will seek a new date for the Coaching Session with you.
5.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us cancelling the Coaching Session.
6 POSTPONEMENT OR CHANGE TO VENUE
6.1 There may be circumstances in which we need to postpone the Coaching Session or change the venue at which the Coaching Session is to be held and if we do, we shall advice you of this as soon as reasonable practicable. If the postponement is 7 days or less from the date of the Coaching Session or the replacement venue is more than 10 miles away from the publicised venue, you may cancel the Coaching Session and we look to re-arrange the same within 4 weeks of the original cancelled Coaching Session. If we cannot re-arrange the Coaching Session within 4 weeks, you can request a refund of the Fee for the cancelled Coaching Session. Such refund will be made within 21 days. Alternatively, if you wish to re-arrange the Coaching Session outside the 4 weeks we will seek a new date for the Coaching Session with you.
6.2 For the avoidance of doubt we will not be responsible for any associated costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us postponing the Workshop and/or changing the venue.
7.1 We do not make any commitment that the content of the Coaching Session will meet any specific requirements you have and you are required to take reasonable steps to verify that the Coaching Session will meet your needs.
7.2 It is your responsibility to put the content of the Coaching Session to use for your benefit. We do not make any commitment to you that you will obtain any particular result from your Coaching Session or that you will obtain any particular qualification from your Coaching Session.
7.3 Whilst we endeavour to ensure that the information is correct, we do not warrant the accuracy and completeness of the Material.
7.4 Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, any fraudulent misrepresentation or any other liability for which it is unlawful to exclude or limit liability.
7.5 Subject to clause 7.4 we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
7.6 Subject to clause 7.4, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the Fee for the Coaching Session.
8 INTELLECTUAL PROPERTY
8.1 You recognise that we will prepare and use Material in the delivery of the Coaching Session. You recognise the Intellectual Property Rights of us in the Material which rights will remain with us. You may not reproduce in any medium the Material without our prior written consent.
8.2 You may use the Material for your own business purposes only and may not reproduce, publish or deal with the Material in any way for any commercial use.
8.3 You may not photograph or video the Coaching Session without our prior consent.
9 FORCE MAJEURE
9.1 If either party is unable to perform any or all of its contractual obligations under this Agreement because of any of the events set out below, then that party will be relieved of its obligations to continue to perform under this Agreement for so long as their fulfilment is prevented or delayed as a consequence of any such event: fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, act of God, malicious damage, theft, non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party concerned.
10 ENTIRE AGREEMENT
10.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each party acknowledges that in entering into this agreement 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 this agreement.
10.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
10.4 Nothing in this clause 11 shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
13 THIRD PARTY RIGHTS
13.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
13.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
14 GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This document has been executed as a deed and is delivered and takes effect on the date the registration form is completed.