This page lays out the legal contractual agreement when you purchase any services we offer.

Contents:

1 | Memberships, Courses & Group Coaching Terms & Conditions

2 | Personal Coaching Terms & Conditions

 

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1 | Membership Terms & Conditions

THIS AGREEMENT is made on the date you agree to the Terms of Service on the payment page of your order. Please keep a copy of these for your records with the date as they do change from time to time.

1. Application Of Terms Of Service

1.1. These terms of Service (“Terms”) apply to minnievon.com Membership Programs (“Membership”) operated by Minnie Von Coaching 336 Myton Road, Leamington Spa, CV31 3NY, UK (“we” or “us”). By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. The agreement between us and you, the person or entity applying to be a member of our Membership (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon you applying to be a member of our Membership and shall continue until terminated in accordance with these Terms.

1.2. These Terms should be read in conjunction with our Website Terms & Conditions & Privacy Policy (all of which can be found on our website www.minnievon.com.

1.3. Any content posted or submitted by you to our site in the course of your Membership is subject at all times to the Acceptable Use Policy.

1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

2. Membership

2.1. There is one level of Membership as follows: Mentee.

2.2. We may at our absolute discretion refuse either type of membership to any person or entity and we shall not be obliged to state our reasons for such refusal.

2.3. Memberships shall continue unless they are terminated by either of us in accordance with clause 5 below.

2.4. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorised use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorised use of your account.

2.5. The online materials and community aspects of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

2.6. The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only.

3. Programs & Community

3.1. The Programs and community within the membership will be provided by accessing the website with your login credentials as detailed on the enrolment and onboarding email sent after agreeing to these Terms and making payment. You can access content directly from the site at any time you like during the term of your membership. Program contents may vary and be subject to change.

3.2 Community rules are to be courteous and respectful of one another, use the community as a forum to ask questions, provide insights and contribute if you wish to discussions.

4. Payment

4.1. The total price payable for the Membership is as set out on the order form. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you. These may be subscription payments where stated, or instalment payments for the membership which auto-renews each payment cycle.

4.2 For annual renewals we will notify you of the renewal of your membership so you have a few days prior to cancel. If you do not cancel we will automatically renew your membership and any refund requests will not be honoured.  If you have any issues cancelling please email [email protected] to let us know. If you decide not to renew your membership you may lose access to materials that were included in the membership. 

4.3 If you take no action or you decide to renew your membership you will keep access to all materials and all upgrades to programs, the community, new materials, tools and templates.

4.4. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of Natwest from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated and we will pass the debt to a recovery agent to chase on our behalf.

4.5. The total price payable as set out in the order form is inclusive of Value Added Tax unless otherwise stated with sales tax added when you purchase. 

4.6. All payments are non-refundable. Once an Order has been placed, refunds and cancellations are not available for Membership. This is a business service offered and is not governed by the Consumer Contracts Act 2013 and therefore there is no 14-day cooling-off period, cancellation or refund policy. If you change your mind about taking up the membership, or something happens to cause you to be unable to take up the membership I will consider postponing your inclusion in the program to a later commencement date only after I receive written/email request from you and proof of extenuating circumstances and if we have the capacity to offer your a space later on. Clause 10 below deals with the process for resolving problems.

5 | Our Obligations

5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.

5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.

5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

5.4. You acknowledge and agree that your personal data will be processed by and on behalf of us as part of us providing the Membership to you and consent to us using it in accordance with our Privacy Policy.

6. Intellectual Property

6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) and all content within the Program and nothing in these Terms of Service or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials or the content of the Program to you or to any other person.

6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.

6.3. We grant to you an individual limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.

6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.

6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.

6.6. We may from time to time record any or all or any part of the Materials being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other conditions or need for further consent.

6.7. You acknowledge that certain information contained in the Materials is already in the public domain.

6.8. You are not permitted to sell or promote products or services to other members of our Membership at any time without our prior written permission.

6.7 If you are an organisation looking to provide membership to your employees you will have to buy one membership per employee with individual logins which are never to be shared and gives full data protection, GDPR compliance, security, traceability and protection of our IP. If any employee members breaching any of our terms we will hold your organisation liable.

6.8 Employee memberships can be transferred when employees leave or join but cannot be refunded. You may purchase additional memberships should you need them and they would be charged pro-rata to the end of the annual contract. Please email [email protected] for our corporate membership packages

6.9. The provisions of this paragraph 6 shall survive termination of the Contract.

7. Term And Termination

7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.

7.2. You may terminate your Membership by cancelling your subscription in your.dashboard or emailing [email protected]. No refunds will be provided and you will still be liable for all payments for the year’s membership.

7.3. Notwithstanding the provisions of paragraph 7.1 or 7.2, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:

7.4.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or

7.4.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or

7.4.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.

7.5. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).

7.6. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

7.7. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.

7.8. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.

7.9. This paragraph 7 shall survive termination of the Contract.

7.10. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.

8. Liability

8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.

8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.

8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

8.4. We shall not be not liable for additional costs incurred by you as a result of changes in (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions or (v) trainers, instructors or coaches.

8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

8.6. The provisions of this paragraph 8 shall survive termination of the Contract.

8.7. You acknowledge and agree that:

8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);

8.7.2. In entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.

9. Resolution of Problems

9.1. If you are not satisfied with the Services for any reason, you should bring the problem promptly to my attention so I have the opportunity to investigate any problems and work with you to reach a positive outcome. Please email [email protected]

9.2. I may at my option vary or re-perform the Services following the report of a problem and the terms of this agreement will apply to any re-performed Services.

9.3. I shall not be liable for any failure of the Services to comply with their description to the extent caused by your failure to comply with my instructions in relation to the Services. 

10. General

10.1. By applying for Membership you warrant that:

10.1.1. You are legally capable of entering into binding contracts; and

10.1.2. You are at least 18 years old, or you are a parent or guardian purchasing membership on behalf of a minor who is the beneficiary of the membership; and

10.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.

10.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time. 

10.3 All notices sent by you to us must be sent to Minnie Von Coaching, 336 Myton Road, Leamington Spa, CV31 3NY, UK. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

10.4 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

10.5 If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

10.6 We may vary these Terms (other than the price payable by you for the Membership when you signed this contract) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.

10.7 You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

10.8 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

10.9 These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.

 

2 |  Personal Coaching Terms And Conditions

THIS AGREEMENT is made on the date you agree to the Terms of Service on the payment page of your order. Please keep a copy of these for your records with the date as they do change from time to time.

PARTIES

(1) Minnie von Mallinckrodt-Grant of 336 Myton Road, Royal Leamington Spa, Warwickshire, CV31 3NY, trading as Minnie Von Coaching (“I” and “me”); and(2) [The person or business name you sign with] of [the email or physical address you provide] OR a company incorporated in [Your Registered Country] under number [insert registered number] whose registered office is at [insert address]] (“you”)(3)

BACKGROUND:

A. I provide training, mentoring, and coaching to businesses and individuals on developing their skills in the areas of business growth and development including sales, marketing, writing, speaking, and developing leadership skills including the mindset needed to take action to achieve your goals. We wish to enter this agreement to set out the terms and conditions that will apply to the services to be provided by me to you and your obligations.

THE PARTIES AGREE:

1. Definitions and Interpretation

Background IPR: means the Intellectual Property Rights owned by me and used by me in performing the Services and which forms part of the Deliverables or the results of the Services;

Business Day: means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in the City of London;

Commencement Date: means the date you agreement to these terms via a checkbox.

Confidential Information: means(a) the terms of this agreement; (b) any information relating to my or your customers, suppliers, methods, products, plans, finances, trade secrets or otherwise to our businesses; and (c) any information developed by either of us in performing our obligations under this agreement;

Customer Materials: means all data and documents (and the media on which they are recorded), equipment and materials supplied by you to me;

Deliverables: means all documents and materials produced by me in relation to the Services and to be supplied to you including any data, programs, reports, software, training materials, presentations, worksheet and specifications, as set out in the program description, Schedule 1 or in a Statement of work;

Description: means the description of the Services set out in the program description, Schedule or a Statement of Work;

Force Majeure Event: means an event or sequence of events beyond my or your reasonable control preventing or delaying us from performing our obligations under this agreement, but the inability to pay is not a Force Majeure Event;

Intellectual Property Rights: means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Know-how: means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

Order: means your order, on the terms of this Agreement, for the Services set out in the program description at the time of purchase.

Services: means the services set out in the Program Description at the time of purchase.

1. Unless the context otherwise requires:

1.1. references to this agreement include its Schedules;

1.2. 'including' means including without limitation;

1.3. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.4. a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time;

2. Terms 

2.1. An Order will constitute an offer to purchase Services on the terms of this Agreement.

2.2. Orders are binding once this agreement is signed.

2.3. Marketing and other descriptive matter relating to the Services are illustrative only and do not form part of this agreement. You will gain access to the materials available in the Program Description on offer at the time of purchase, which will change from time to time at my discretion.

2.4. This agreement alone will apply to the supply of the Services by me to you. All other terms, including any:

2.4.1. which you seek to incorporate; or

2.4.2. implied by course of dealing or by custom or practice; will not apply.

3. Price

3.1. The price for the Deliverables is set out in the Program Description, Schedule or a Statement of Work or will be calculated in accordance with my standard scale of charges prevailing from time to time.

4. Payment

4.1. Because I need to make an advance commitment of my time in order to provide the Services, payment for the Services is required in advance. It may be possible to arrange for payment of a deposit followed by an agreed number of monthly instalments in which case this will be specified in the Program Description at the time of purchase. Payment by instalments may incur an additional fee.

4.2. Payments are to the nominated bank account specified on the invoice or payment page online.

4.3 Time of payment is of the essence.

4.4 Where sums due under this Agreement are not paid in full by the due date I may, without limiting my other rights, charge interest in accordance with Clause 6.4.5 Where I have agreed to accept payment by instalments and a payment is not made by its due date, I shall cancel all access to the online portals, support desk, any groups associated with the Services, scheduled group or personal meetings, and cease to carry out any further work on your behalf until all payments are up to date.

4.6 Once an Order has been placed, refunds and cancellations are not available for Services. This is a business service offered and is not governed by the Consumer Contracts Act 2013 and therefore there is no 14-day cooling-off period, cancellation or refund policy. If you change your mind about taking up the services, or something happens to cause you to be unable to take up the services I will consider postponing your inclusion in the program to a later commencement date only after I receive written request from you and proof of extenuating circumstances and if we have the capacity to offer your a space later on. Clause 10 below deals with the process for resolving problems.

5. VAT

5.1. All amounts due under this agreement are exclusive of VAT.

6. Interest

6.1. Where sums due under this agreement are not paid in full by the due date, I may, without limiting my other rights, charge interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998.

6.2. Interest will:

6.2.1. accrue on a daily basis; and

6.2.2. apply from the due date for payment until actual payment in full, whether before or after judgment.

7. Provision of the Services

7.1. I shall provide the Services to you in accordance with this agreement, in particular, the Description.

7.2. The Services will begin on the Commencement Date and be performed for the period set out in the Program Description at time of purchase, or until provision of the Services is complete, except where the agreement is terminated earlier in accordance with clause 16.

7.3. I shall use my reasonable endeavours to meet any delivery or milestone dates set out in the Services of work, but such dates are approximate only and time of performance is not of the essence.

7.4. I shall not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other dates) to the extent caused by a Force Majeure Event or your failure to perform your obligations under this agreement.

7.5. I may make any changes to the Services:

7.5.1. needed to comply with applicable law or safety requirements; or

7.5.2. which do not materially affect the nature or quality of the Services; and will notify you in advance of such changes.

7.6. Meetings will be over Voice Over Internet Portal (VOIP). If you wish to meet face to face this will have to be by prior arrangement and will incur extra charges.

8. My obligations

8.1. I shall:

8.1.1. perform the Services: (i) using all reasonable care and skill; and (ii) in accordance with best practice for services of that type;

8.1.2. provide and use sufficient and appropriate equipment and materials required to provide the Services;

8.1.3. hold all Customer Materials safely and return them in good condition on completion of the Services (fair wear and tear excepted). Customer Materials remain your property. 

9. Your obligations

9.1. You will pay the price for the Services in accordance with this agreement.

9.1.1. You will promptly provide me with such facilities, information and assistance (ensuring that the information is complete and accurate) which are required to allow me to perform the Services.

9.2. You will also:

9.2.1. co-operate fully with me and follow my reasonable instructions in relation to the performance of the Services;(a) keep all documents, equipment, materials and other property belonging to me (Supplier Materials) at your premises safely and at your own risk and in the same condition as they were in when supplied; and not share your login details or my Intellectual Property, any calls recorded, or any comments made in forums, private online groups or personal messages with anyone outside of the program or me.

9.2.2. Where you book a coaching package with me, all sessions must take place within the time frame of the program outlined from date of commencement. This is important to establish and keep up momentum.

9.3. If you fail to attend a personal coaching session or give less than 24 hours’ notice of your inability to attend, you will be deemed to have taken that session. You can rearrange a session three times, but after the third time, you will be deemed to have taken that session if you fail to attend it, or request that it be rearranged for the fourth time.

10. Resolution of Problems

10.1. If you are not satisfied with the Services for any reason, you should bring the problem promptly to my attention so I have the opportunity to investigate any problems and work with you to reach a positive outcome.

10.2. I may at my option vary or re-perform the Services following the report of a problem and the terms of this agreement will apply to any re-performed Services.

10.3. I shall not be liable for any failure of the Services to comply with their description to the extent caused by your failure to comply with my instructions in relation to the Services

10.4. Except as set out in clause 8 I give no warranty in relation to the Services.

 11. Failure of or delay in performance

11.1. If I am prevented or delayed in performing the Services by any cause attributable to you, I (without prejudice to my other rights):

11.1.1. may suspend performance of the Services until you remedy your default;

11.1.2. will not be liable for any costs or losses sustained by you as a result of such suspension; and

11.1.3. may charge you (and you will pay in accordance with this agreement) costs or losses incurred by me arising from your default.

12. Exclusion and limitation of liability

12.1. Except as expressly stated in this agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

12.2. Neither I nor you limit our liability for:

12.2.1. death or personal injury caused by our negligence, or that of our employees, agents or sub-contractors (as applicable); or

12.2.2. fraud or fraudulent misrepresentation by us or our employees.

12.3 Subject to clause 12.2 my total aggregate liability in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with this agreement shall in no event exceed the value of the Services provided under this Agreement.

12.4 Neither you nor I will be liable to the other for:

12.4.1 any indirect, special or consequential loss or damage; or

12.4.2 any loss of profits, turnover, data, business opportunities, anticipated savings or damage togoodwill (whether direct or indirect).

13. Intellectual property

13.1. Once I have received payment in full of my Charges, I shall assign to you all Intellectual Property Rights in the Deliverables and other results of the Services other than Intellectual Property Rights in the Background IPR and once payment in full of my Charges has been received I shall execute all documents necessary to release such Intellectual Property Rights to you.

13.2. Subject to payment in full of my Charges, I hereby grant to you a royalty-free licence, revocable only for breach by you of the terms of this agreement, to use the Background IPR to use the results of the Services.

13.3. You:

13.3.1. will not use the Background IPR for any other purpose than specified in 13.2;

13.3.2. will not modify or reverse engineer or take any similar action in relation to the Background IPR (except so far as required for interoperability);

14. Force Majeure

14.1. Neither you nor I will be liable if delayed in or prevented from performing our obligations under this agreement due to a Force Majeure Event, provided that we:

14.1.1. promptly notifies the other party of the Force Majeure Event and its expected duration, and

14.1.2. use reasonable endeavours to minimise the effects of that event.14.2. If, due to a Force Majeure Event, either of us:

14.2.1. is unable to perform a material obligation, or

14.2.2. is delayed in or prevented from performing our obligations for a continuous period of 20 Business Daysthe other Party may within 10 Business Days terminate this Agreement on notice.

15. Confidential Information

15.1. Each of us undertakes that we shall keep any Confidential Information confidential and that we shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 15.2.

15.2. Either of us may:

15.2.1. disclose any Confidential Information to any of our employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this agreement, provided that we must ensure that each of our Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 15.2 as if it were a party to this agreement;

15.2.2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

15.2.3. use Confidential Information only to perform any obligations under this agreement.

15.3. This clause 15 will bind us during the term of this Agreement and for a period of 5 years following termination of this Agreement.

16. Termination

16.1. Either of us may without prejudice to our other rights and remedies by notice in writing to the other immediately terminate this Agreement if the other:

16.1.1. is in material or persistent breach of any of its obligations under this agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 10 Business Days after receiving a written notice requiring it to remedy that breach; or

16.1.2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receivers, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

16.1.3. Either of us may without prejudice to our other rights and remedies by notice in writing to the other immediately terminate this Agreement if the other ceases or threatens to cease carrying on business in the United Kingdom.

16.2. In the event of termination of this Agreement for any reason, each of us shall:

16.2.1. within 5 Business Days of such termination return (or, at the other’s option, destroy) all Confidential Information in our possession or under our control and all copies of such information; and

16.2.2. perform our respective obligations with respect to exit management as set out in this agreement. 

16.3. Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

17. General 

17.1. Compliance with law.

Each of us shall comply and shall (at our own individual expense unless expressly agreed otherwise) ensure that in the performance of our duties under this agreement, our employees, agents and representatives will comply with all applicable laws and regulations, provided that neither of us shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other or our employees, agents and representatives.

17.2. No partnership or agency.

We are independent businesses and are not partners, principal and agent or employer and employee and this agreement does not establish any joint venture, trust, fiduciary or other relationship between us, other than the contractual relationship expressly provided for in it. Neither of us shall have or will represent that we have, any authority to make any commitments on the other’s behalf.

17.3. Survival.

Any clauses in this agreement that are expressly stated, or by implication intended, to apply after expiry or termination of this agreement shall continue in full force and effect after such expiry or termination.

17.4 Variation.

No variation of this agreement shall be valid or effective unless it is in writing, refers to this agreement and duly signed or executed (as the case may be) by, or on behalf of, each of us.

17.5 Severance.

If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

17.6 Waiver.

17.6.1. No failure or delay by either of us in exercising any right, power or remedy provided by law or under this agreement shall act as a waiver of that right, power or remedy, nor shall it prevent or restrict any future exercise of that or any other right, power or remedy.

17.6.2. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

17.7. Notices.

17.7.1. Any notice given by you or me under this agreement shall:(a) be in writing and in English; and(b) be sent to the address set out in the parties clause on page 2 of this agreement.

17.8. Subcontracting

17.8.1. I may sub-contract any or all of my obligations under this agreement.

17.8.2. Ordinarily, I contract with subcontractors on the subcontractor’s normal terms of business whichmay not be entirely consistent with this agreement. If any delay or failure by a subcontractor properly to undertake subcontracted Services causes a delay or failure by me in performance of this agreement, it is agreed that:

(a) I shall use all reasonable endeavours to apply for your benefit all rights or remedies available from the subcontractor; and

(b) except to the extent the delay or failure is caused by my failure to use reasonable care and skill in the management or selection of a subcontractor, I shall not be in breach of this agreement and shall have no liability to you arising out of any such failure.

17.9. Rights of third parties

17.9.1. 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 of the provisions of this Agreement.