Definitions and Interpretation
In these terms the following words shall have the following meanings: “Agreement” means the Confirmation Email, the Schedule, the Proposal (if any) and these Terms; “Confirmation Email” means the cover email to which these Terms are attached or in which they are referred to as being incorporated; “Customer” means the customer set out in the Confirmation Email; “Fee” has the meaning set out in the Quotation; “Parties” means the Customer and the Company together; “Proposal” means if any, the proposal sent out by email after the meeting; “Schedule” means the summary of the Services set out in the confirmation email or booking confirmation; “Services” means the services set out in the confirmation email or booking confirmation; “Services Location” and “Services Date” have the meaning set out in this document; “Skillfluence” means Skillfluence Limited, a company incorporated in Scotland with company number SC513176 and having its registered office 2/1, 75 Clouston St, Glasgow, G20 8QW; and “Terms” means these terms and conditions; Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular; a reference to one gender shall include a reference to the other genders; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
Commencement and Duration
The Agreement shall commence on the date of confirmation by the Customer that it has accepted the terms of the Confirmation Email and failing such express confirmation shall be the date on which Skillfluence commences the provision of the Services. Skillfluence shall commence provision of the Services as set out in the Confirmation Email or as otherwise agreed with the Customer. The Services shall be provided on the Services Date(s) at the Service(s) Location. The Customer may cancel the Services within a period of fourteen (14) days of commencement of the Agreement provided that Skillfluence shall be entitled to charge for any Services provided or created during this period. The Agreement shall continue, subject to Clause 7, until such times as the Services have been completed and all payments have been made by the Customer to Skillfluence. The Terms will apply to the Agreement and will apply in substitution for any terms purported to apply by the Customer. Where the Confirmation Email expressly provides for any specific amendment to the Terms then that amendment shall apply and these Terms shall be deemed to be amended. Where there is any conflict between the Terms, the Confirmation Email, the Schedule and the Proposal the following order of precedence shall apply: (a) the Confirmation Email (b) the Schedule; and (c) the Proposal. Where the Services are to be provided on an ongoing basis subject to the agreement of the parties of specific dates and times, the initial dates shall be those set out in the Confirmation Email, the Schedule or the Proposal and subsequent dates shall be agreed by the parties acting reasonably and in good faith. These Terms shall be deemed (in the absence of any express agreement to the contrary in a subsequent letter or email issued by Skillfluence) to apply to the Services to be provided on subsequent dates. Failure by the parties to agree such dates and/or times shall mean that Skillfluence is under no obligation to provide any such subsequent Services and shall be entitled to terminate the Agreement in accordance with Clause 9.1.
Services
The Services shall comprise those Services set out in the Confirmation Email, the Schedule or Proposal. Skillfluence shall provide the Services using reasonable skill and in accordance with any express requirements set out in the Confirmation Email, the Schedule or Proposal. Skillfluence will resource the provision of the Services in whichever way it sees fit to do so. The Customer acknowledges and agrees that Skillfluence shall be entitled to subcontract or delegate the whole or any part of the provision of the Services provided that Skillfluence will remain responsible managing and delivering the Services. Skillfluence will endeavour to communicate with the Customer regularly throughout the provision of Services or such other basis as is set out in the Confirmation Email, the Schedule or Proposal.
Customer Obligations
In order to enable Skillfluence to provide the Services, the Customer shall make available or facilitate access to any equipment, materials, premises or venues which required or requested by Skillfluence. The Customer acknowledges and agrees that any failure by the Customer to comply with Clause 4 may prevent or delay the ability of Skillfluence to provide the Services. The Customer further acknowledges and agrees that Skillfluence shall not be responsible or liable for any costs, expenses or losses arising to the Customer as a result of such prevention or delay. The Customer shall be responsible for the attendance at the Services of any of its staff, consultants or representatives (“Attendees”) that it wishes to attend the Services. Where the Services are to be provided to a specified number of Attendees, and the Customer anticipates that that number may vary (upwards or downwards) by more than 10%, it shall advise Skillfluence of the revised number of attendees no less than three (3) days before the Services Date (or if services are being provided on more than one day) of the first of the Services Date and make arrangements for accommodating the new number of Attendees. Customer acknowledges and agrees that Skillfluence is entitled increase the Fee to accommodate any increase in the number of Attendees. Notwithstanding Clause 2, Skillfluence will not be liable for any inability to perform Services or any deficiencies in the Services where Customer has not complied with its obligations under this Clause 4.3.
Fees and Payment
In return for Skillfluence performing and providing the Services, the Customer shall pay Skillfluence the Fee (as set out in the Confirmation Email) in accordance with the Payment Terms set out in the Confirmation Email and the Schedule provided that where no such details of payment terms are included in the Confirmation Email the payment terms shall be those set out in this Clause 5. The Fee payable shall be that set out in the Confirmation Email and shall be payable by the Customer (in the absence of any statement to the contrary in the Confirmation Email) as follows: (a) in pounds sterling; (b) within thirty (30) days of issue by Skillfluence of an invoice therefore. The Customer acknowledges and agrees that Skillfluence may immediately suspend or delay the performance of any Services in the event that payments owing to Skillfluence are not received by the due date. Such entitlement shall be without prejudice to any other right or remedy which Skillfluence may have under the Agreement or otherwise.
Intellectual Property
To the extent that the Customer supplies any materials and/or intellectual property to Skillfluence (“Customer Materials”) for the purposes of provision of Services, the Customer hereby grants Skillfluence a non-exclusive, royalty free licence to use the Customer Materials during the term of the Agreement for the purposes of providing the Services. Customer acknowledges that Skillfluence may during the course of the Agreement and/or provision of Services make available certain materials, documentation, processes, information, plans, other business information, branding, logos or other copyright or designs of Skillfluence in which it (or its third party licensors) owns the intellectual property rights (“Skillfluence IP”). Customer acknowledges and agrees that the Skillfluence IP is (as between the parties) the property of Skillfluence and that the entering into of the Agreement and the provision of the Services does not and will not transfer any right, title or interest in the Skillfluence IP to the Customer or any Attendee. The Customer will make all attendees aware of this. For the purposes of the Customer (and its Attendees) receiving the Services, Skillfluence hereby grants the Customer (and its Attendees) a non-exclusive, non-sublicensable, terminable, royalty free licence to use the Skillfluence IP. Customer further acknowledges and agrees (for itself and for and on behalf of its Attendees) that on expiry or termination of this Agreement it shall cease any use of any representations of the Skillfluence IP or materials comprising Skillfluence IP which have been made available to it in tangible form. Notwithstanding the foregoing, there shall be no requirement to return training material provided to attendees for personal use. Skillfluence gives no warranty that any such representations or materials will be full, accurate, complete or fit for any particular purpose.
Termination
Skillfluence shall be entitled to terminate the Agreement at any time: (a) on giving thirty (30) days’ notice to the Customer; (b) immediately on notice to the Customer in the event that the Customer suffers an insolvency event; (c) immediately on notice to the Customer in the event of a material breach of the Agreement by the Customer provided that, in the case of remediable breaches, the Agreement shall only be terminated where such breach remains un-remedied following a period of fourteen (14) days of the Customer’s receipt of notice from Skillfluence that such breach has occurred. Skillfluence acknowledges that in the event that it terminates the Agreement in accordance with Clause 1, it shall repay to the Customer such proportion of the Fee that relates to Services paid for but not yet provided or created as the case may be. The following Clauses shall survive termination of the Agreement for any reason: Clause 6, this Clause 3, 8 and 11 along with such other provisions which are by their nature intended to survive termination.