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Rise CMC Terms & Conditions

 

Rise CMC (referred to hereafter as the “Service Provider” “Rise CMC”, “me” or “I”) is a company whose trading address is 28 Morecambe Avenue, Caversham, Reading, RG4 7NL

 

I provide Business Coaching, Mentoring & Consultancy Services to business clients. I have reasonable skills, knowledge, and experience in that field. These Terms and Conditions shall form the basis of contracts for the provision of services by me to my clients.

 

The Client (referred to hereafter as the “Client” or “you”).

 

Definitions attached in Schedule 1

 

  1. Information

 

Unless the context otherwise requires, each reference in these terms to:

 

1.1         “writing”, and any similar expression, includes a reference to any communication effected by electronic or similar means;

1.2         a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time, including secondary legislation made from time to time;

1.3         a reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.4         a reference to a “Party” or the “Parties” refer to the parties to the Contract;

1.5         these terms apply to all services that you instruct me to provide and cannot be varied or amended except in writing and signed by both parties;

1.6         where these terms and conditions relate to more than one person, the liability is joint and several.  invoices are payable by you, regardless of any arrangement you may have with any third party;

1.7         where services are accepted and/or purchased on behalf of a company or other legal entity you confirm that you have the authority to enter into such an agreement with me;

1.8         any person under the age of 18 is not permitted to use or purchase of services;

1.9         where you are a Limited (Liability) Company, I require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to me or provide suitable security for payment.  I reserve the right to suspend all work until satisfactory guarantees are provided;

1.10      the headings used in these terms are for convenience only and shall have no effect upon the interpretation of these terms;

1.11      words imparting the singular number shall include the plural and vice versa; and

1.12      references to any gender shall include the other gender.

 

  1. Engagement of Rise CMC

2.1         The Client hereby engages Rise CMC to provide Business Coaching, Mentoring & Consultancy Services.

2.2         Any quotations issued by me shall not constitute a contractual offer capable of acceptance. Quotations are valid for a period of 30 business days only from the date of issue.

2.3         These terms shall enter into force on the date stated in your Agreement.  The full details of Services are listed within your engagement letter, including (but not limited to duration, fees and agreed services)

  1. The Business Coaching, Mentoring & Consultancy Services

3.1         With effect from the agreed date, I shall, throughout the term of our Agreement and any or all agreed Subsequent Agreements, provide Business Coaching, Mentoring & Consultancy to the Client.

3.2         I shall provide the Business Coaching, Mentoring & Consultancy Services with reasonable skill and care, commensurate with prevailing standards in the business coaching and consultancy industry in the United Kingdom.

3.3         I shall use reasonable endeavours to meet and carry out any reasonable instructions given to me by the Client provided that such instructions are compatible with the scope of these terms and the definition of the Services as set out in Schedule 1.

3.4         I shall be responsible for ensuring that I comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Business Coaching, Mentoring & Consultancy Services.

3.5         I shall use all reasonable endeavours to accommodate any reasonable changes to the Business Coaching, Mentoring & Consultancy Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees payable that may be due as a result of such changes.

3.6         I shall not be liable for any delays in the provision of the Business Coaching, Mentoring & Consultancy Services that may result from the Client’s failure to comply with any of its obligations (or the delivery requirements applying thereto) under this Clause or any other of its obligations arising under these terms and conditions.

  1. Client obligations

4.1         The Client shall ensure that all information provided shall be complete and accurate.

4.2         The Client shall provide:

4.2.1  all cooperation that is reasonably required by me to enable the provision of Services;

4.2.2  any and all Client Materials that are agreed upon by the Parties [or as otherwise reasonably required] together with any necessary written authorisation and instructions relating to the Client Materials, to enable me to provide the Services; and

4.2.3  to make available any/all Client Platforms (or access thereto) that is agreed upon by the Parties [or as otherwise reasonably required] together with any necessary written authorisation and instructions relating to the Client Platforms, to enable the provision of Services where required.

4.3         The Client may from time to time issue reasonable instructions to the Service Provider in relation to the provision of the Services. Any such instructions shall be compatible with the Specification.

4.4         In the event that I require a decision, approval, consent, authorisation, or any other communication from the Client in order to continue with the provision of the Services (or any part thereof) at any time, the Client shall provide the same in a reasonable and timely manner.

4.5         Any failure or delay in the provision of the Services by the Service Provider which results from the Client’s failure or delay in complying with any of its obligations under the Agreement or any other act or omission of the Client shall not be the responsibility or fault of the Service Provider.

4.6         If any consents, licences or other permissions are needed from any third parties it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

  1. Fees and Payment

5.1         The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.

5.2         The Client shall pay the Fees in accordance with the stated invoice.

5.3         Fees are payable by BACS to the bank account details as stated on your invoice.

5.4         Invoices are payable within 7 days save as otherwise agreed in writing between the Parties.

5.5         All payments shall be made in GBP (sterling) in cleared funds to such bank as I may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as is required to be deducted or withheld by law.

5.6         Any sums which remain unpaid following the expiry of the period set out on the invoice shall incur interest on a daily basis at 8% above the Virgin Money base rate from time to time until payment is made in full of any such outstanding sums, as well as any other statutory compensation.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.

5.7         If I am required to issue proceedings to recover any fees or disbursements and I am successful in such proceedings, you agree that you will pay my legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.

  1. Intellectual Property Rights

6.1         Content made available by me or made available through me is owned by Rise CMC or other content providers and includes but is not limited to text, images, visual content, and trademarks and is protected by intellectual property law.

6.2         I shall retain the copyright of all Intellectual Property unless transferred upon full payment of our invoice and with my express written consent to transfer ownership.

6.3         I reserve the right to use the completed project and any preliminary designs for the purpose of publications, marketing and promotional purposes.

6.4         I do not permit the user, without prior written consent from me to:

6.4.1     Copy my content;

6.4.2     Distribute my content; adapt, modify or translate the content;

6.4.3     Use, lease or attempt to grant others the right to my content; or

6.4.4     Use the Rise CMC brand or third-party trademarks or use such branding or trademarks to suggest we are affiliated with or endorse the Client.

6.5         In respect of third-party intellectual property that is featured on my website – this may be owned by a third party and does not belong to me and remains the property of the third-party proprietor.  Therefore, you agree not to access or use third-party intellectual property.

6.6         If you believe that content made available by me infringes any copyright or intellectual property rights please contact me at with your concerns or request to remove the allegedly infringing content and supply me with the information that will enable me to locate the alleged infringing content.

 

  1. Liability, Indemnity & Insurance

7.1         I shall ensure that I have in place at all times suitable and valid insurance, copies of certificates are available upon request.

7.2         In the event that I fail to perform the Services with reasonable care and skill I shall carry out any and all necessary remedial action at no additional cost to the Client.

7.3         My total liability for any loss or damage caused whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sum of £1,000.00.

7.4         neither Party shall be liable to the other for any loss of profit, indirect, special or consequential loss or damages.

7.5         I shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by me.

7.6         Nothing in these terms and conditions shall limit or exclude my liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or other forms of liability that cannot be excluded or limited by law.

7.7         Neither Party shall be liable to the other or be deemed to be in breach of the terms by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control. Please see Clause 15.

  1. Warranties

8.1         Rise CMC represents, warrants, undertakes, and agrees with the Client that all content produced by me in the course of providing the Business Coaching, Mentoring & Consultancy Services shall be original to the Service Provider (save to the extent that it incorporates any of the Required Information, Required Materials or other Client Materials), and shall not infringe any Intellectual Property Rights belonging to a third party.

8.2         The Client represents, warrants, undertakes and agrees with the Service Provider that the Required Materials and any other Client Materials shall be original to the Client (or that, where any Required Materials or other Client Materials are provided by a third party, it has received the necessary consents or permissions to use the same) and shall not infringe any Intellectual Property Rights belonging to a third party.

8.3         The Client represents, warrants, undertakes and agrees with the Service Provider that the Required Materials and other Client Materials shall not, under the laws of England and Wales, be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material that has been obtained in violation of the Data Protection Act 2018, the UK GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any similar domestic/foreign legislation and nothing contained in the Required Materials or other Client Materials will, if published, constitute a contempt of court.

  1. Confidentiality

9.1         Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of any Services and even after the termination or expiry:

9.1.1        keep confidential all Confidential Information;

9.1.2        not disclose any Confidential Information to any other party;

9.1.3        not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of these terms;

9.1.4        not make any copies of, record in any way or part with possession of any Confidential Information; and

9.4.5        ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 12.1.1 to 12.1.4 above.

9.2          Either Party may:

9.2.1        disclose any Confidential Information to:

9.2.1.1     any governmental or other authority or regulatory body; or

9.2.1.2     any employee or officer of that Party or of any of the aforementioned persons, parties or bodies.

to such extent only as is necessary for the purposes contemplated by these terms and Agreement (including, but not limited to, the provision of Services), or as required by law.

9.2.2        use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the commencement date of Services, or at any time after that date becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

  1. Term and Termination

10.1      Either Party may terminate any Services at any time by giving to the other not less than 1 month’s written notice.

10.2      Without prejudice to any other right or remedy available to it, either Party may terminate any Services forthwith by giving written notice to the other Party in the following circumstances:

10.2.1   any sum owing to the Service Provider under any of the provisions of any Agreement is not paid within 30 business days of the due date for payment;

10.2.2   the other Party commits any other breach of any of the provisions of any Agreement and, if the breach is capable of remedy, fails to remedy it within 30 business days after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.2.3   an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.2.4   the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.2.5   the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under any Agreement);

10.2.6   anything similar to any of the above under the law of any jurisdiction occurs in relation to the other Party;

10.2.7   that other Party ceases, or threatens to cease, to carry on business; or

10.2.8   control of that other Party is acquired by any person or connected persons not having control of that other Party on the commencement date of any Agreement.  For the purposes of this Clause 13, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

  1. Data Protection

11.1      All personal information that I may use will be collected, processed and held in accordance with the provisions of GDPR Data Protection Regulations 2018 and the retained EU law version of the General Data Protection Regulation (EU 2016/679) (the “UK GDPR”).

11.2      For complete details of the collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to my Privacy Notice.

  1. Force Majeure

12.1      Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, epidemic, governmental action or any other event that is beyond the control of the Party in question.

12.2      In the event that a Party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination, the Client shall agree to pay for all work completed up to the date of termination.

  1. No Waiver

No failure or delay by either Party in exercising any of its rights shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

  1. Assignment and Sub-Contracting

14.1      Any Agreement is personal to the Parties.  Neither Party may assign, sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

14.2      The Service Provider shall be entitled to perform any of the obligations undertaken by Rise CMC through any other member of its group or through a suitably qualified and skilled agent, employee or consultant.  Any act or omission of such other member or agent, employee or consultant shall, for the purposes of these terms, be deemed to be an act or omission of the Service Provider.

  1. Relationship of the Parties

Nothing in these terms shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for.

  1. Complaints procedure

If for any reason you are dissatisfied with the Service provided, you should, first of all, refer it to the complaints team by way of email and it will be investigated and appropriate action taken.

  1. Notices

17.1      All notices under these terms shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

17.2      Notices shall be deemed to have been duly given:

20.2.1   when sent, if transmitted by e-mail when a successful delivery report or return receipt is generated; or

17.2.2   on the second business day following mailing, if mailed by national ordinary first-class mail, postage prepaid; or

17.2.4   when delivered, if delivered by courier or another messenger during normal business hours of the recipient.

In each case, notices shall be addressed to the most recent address or e-mail address notified to the other Party.

  1. Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of these terms.  The remainder of these terms shall be valid and enforceable.

  1. Alternative Dispute Resolution

In the event of any dispute between the Parties arising out of or in connection with any Agreement, the Parties agree to enter into mediation/ADR in good faith to settle that dispute. The Parties shall attempt to resolve any dispute arising out of or relating to any Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.  The costs of mediation/ADR are to be split equally between the parties.

  1. Law and Jurisdiction

20.1      These terms shall be governed by and construed in accordance with, the laws of England and Wales.

20.2      Any dispute, controversy, proceedings or claim between the Parties relating to these terms shall fall within the jurisdiction of the courts of England and Wales.

 

 

Schedule 1 – Definitions and Interpretation

 

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Coaching, Mentoring & Consultancy Services” means the business coaching, mentoring & consultancy services to be provided by the Service Provider to the Client in accordance with these terms and conditions; and
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open;
“Client Materials” means any and all materials which the Client may provide to the Service provider for use in its provision of the Business Coaching, Mentoring & Consultancy Services;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Intellectual Property Rights”

means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

 

“Paid Content” means the digital content sold by me through our website;
“Required Information” means information concerning the Client’s business, website, and activities required by the Service provider in order to provide Business Coaching, Mentoring & Consultancy Services;
“Required Materials” means materials required by the Service Provider in order to provide Business Coaching, Mentoring & Consultancy Services;
“Services” Means agreed works between the Parties;
 
©Rise CMC All rights reserved, any use of materials on this website, including modification, distribution, or re-publication, is strictly forbidden.  The information contained on this website is for general information purposes only. The information is provided by Rise CMC and whilst I endeavour to keep the information up to date and correct, I make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.  Every effort is made to keep the website up and running smoothly. However, Rise CMC takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond my control.