GENERAL TERMS

  • 1. BACKGROUND
    • These General Terms (Terms) apply to any services (Services) and all reports, materials resulting data, content and other information (Work) provided by Abigail Barnes (trading as “SBDT”, “SBDT Training” or Success by Design Training”) (SBDT) to any clients or attendee (Client). In these Terms, “us”, “we” and “our” refer to SBDT, and to “you” our Client.
    • These General Terms form a binding contract between SBDT and Client in respect of the Services, incorporating the Key Terms set out in any Speaker Agreement or other binding agreement between the parties (Agreement). We update these Terms at any time, by notice, including via our website.
    • These Terms shall be deemed effective upon the earlier of you doing any of the following: signing the Speaker Agreement, making any payment to SBDT, accepting any written proposal from SBDT, accessing any Services, attending any event run by SBDT, and/or accessing any Work.
    • SBDT may rely on third parties to perform some of the Services. SBDT is not responsible for the performance of such services by third parties. SBDT is an independent contractor to Client, not an employee or partner of Client in any way. The Services are provided for the sole benefit of the Client, unless expressly agreed otherwise.
  • SERVICES & CLIENT RESPONSIBILITY
    • All Services are subject to availability and will be delivered/supplied to the client in accordance with the requirements (format and timings) agreed with the client from the outset.
    • You acknowledge and accept that you are not hiring us as a professional consultant and we have no responsibility or liability arising from or in connection with the Services, including any work, product, or results for you personally or your business. Instructors are not qualified to provide legal, tax, accounting or financial advice, and the information provided to you by the instructors is not intended as any professional advice whatsoever. You should refer all legal, tax, accounting, and financially related inquiries to appropriately qualified professionals. We accept no responsibility for any information, including as provided by any third party instructors.
    • You hereby agree and undertake to: (a) pay all Fees and additional charges in accordance with these Terms; and (b) promptly provide SBDT with all assistance, directions, instructions or information, reasonably required by SBDT to perform the Services.
    • Client hereby warrants and represents that use of the Services shall be for legitimate professional and/or business purposes, in compliance with all applicable laws. You warrant and represent the accuracy and completeness all information provided to us.
    • The Services are delivered online (pre-recorded or face-to-face as agreed) all pre-recorded sessions once provided to the Client (in advance of the event on the dates agreed) will then become their responsibility. We accept no responsibility for copies once they have been shared with the Client, and require email confirmation of receipt (reserve the right to use software to track proof of receipt).
  • 2. SESSION/EVENT TIMES
      • A Session/Event date and time will be agreed with the client from the outset.
      • See Section 4 for cancellation and session/event postponement terms.
      • Whilst every effort will be made to provide Services at the time agreed, we cannot guarantee times, including where delay is caused by factors impacted by you or outside our control (such as weather, traffic, equipment failure, accident or illness). See section 8 for more details.
  • 3. FEES, INVOICING & PAYMENT
      • The Fees payable for the Services are specified in the Key Terms (or otherwise separate written agreement with Client) and payable in advance without any set off or deduction.
      • Additional fees and charges may be applied by SBDT, including for agreed out-of-pocket expenses, surcharges for payment methods, taxes and duties.
      • Client warrants and represents that all payments shall be made in full and on time, and there are sufficient funds on any credit or debit card registered with SBDT to pay for all Fees and any charges payable under these Terms. We may refer late payments for third party collection without delay.
      • In the event of cancellation of the Services or termination of these Terms, subject to any consumer law that cannot be excluded, SBDT may determine in its absolute discretion whether to refund any advance payment for Services (which shall exclude any costs that are not reimbursed by third parties).
      • If any amount due remains unpaid, SBDT may charge additional administration costs and interest at 8% per annum accrued daily (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
      • Unless expressly stated otherwise, all amounts payable under these Terms are exclusive of VAT. If any payment pursuant to these Terms constitutes the whole or any part of the consideration for a taxable or deemed taxable supply to recipient, the supplier shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply, provided that the recipient shall have delivered a valid VAT invoice in respect of such VAT. SBDT will render a valid tax invoice to Client on request for all paid Services.
      • SBDT shall be entitled to set off or withhold any amount owed to Client under these Terms against any amount payable by Client to SBDT.
      • If travel is required the client agrees to provide SBDT with a budget and pay all travel expenses incurred within 14 days upon receipt of reasonable supporting documentation (where expenses are not included in total fee).
  • 4. CANCELLATION POLICY
      • You must notify SBDT of any cancellations or postponements by email in the first instance.
      • If you have not received written confirmation from SBDT within 24 hours, please call us (+44 (0) 7968 817 651) to confirm your request has been received.
      • If you are not a consumer, we will not provide a refund and will determine any fee credits in the circumstances.
      • If your event is cancelled or postponed SBDT will retain the 50% booking fee, and all payments relating to content already provided to the client in accordance with section 1 ‘the service’ prior to the event.
  • 5. INTELLECTUAL PROPERTY
      • All copyright, know-how, designs, and other registered or unregistered forms of intellectual property (IP) in the Services and any Work shall remain owned by SBDT. SBDT grants a non-exclusive non-transferrable worldwide license to Client for its legitimate professional or business purposes conditional upon payment in full of all Fees and compliance with these Terms.
      • SBDT acknowledges that the Client owns all IP relating to its Website and created or provided by Client in connection with the Services (Client IP). Client grants a non-exclusive non-transferrable worldwide license to SBDT for all purposes relating to the performance of the Services.
      • Each party has moral and registered rights in its trademarks and neither party shall copy, alter, use or otherwise deal in such marks without prior written consent. Where you have approved in writing, we may include the Client’s trademark in our marketing activities.
      • SBDT agrees to a 3-year license for content to be used online, starting from the first date the content is publicly used. Any extension to continue public usage will require mutual agreement.
      • SBDT agrees to content being publicly available for 3-years on websites agreed with the client and requires consultation for public usage elsewhere.
  • 6. DATA PRIVACY
      • We respect your privacy and comply with the requirements under the Data Protection Act 2018 in respect of all personal data provided to the other party in connection with the Services or otherwise under these Terms. Without limitation, you represent that you provide and all necessary consent has been obtained by you from all other individuals for the purposes of performing the Services.
      • Our Privacy Notice provides you with details of how we collect and process your personal data.
      • [Please refer to our Privacy Notice for further information.]
  • 7. CONFIDENTIALITY
      • Unless we have agreed with you otherwise, we shall maintain in confidence, the fact that you are our client.
      • We must insist that you respect the same rights of our Services. You shall keep confidential any log-in details for any online content that you are given access to and agree to take appropriate steps to ensure no other person has access to your personal details.
  • 8. FORCE MAJEURE
      • Neither party shall be liable for any failure or delay to performance of obligations under these Terms if such failure or delay results from any cause that is beyond the reasonable control of that Party including power failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question (e.g. Global Pandemic).
      • In the event that any party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 2 months, the other party may at its discretion terminate these Terms by written notice at the end of that period.
  • 9. LIABILITY
      • SBDT does not guarantee any specific results from the Services. This Agreement is not a service level agreement. To the extent permitted by law, by accepting the Services, Client acknowledges and represents that Client is not a consumer and no refund is payable in any circumstances whatsoever.
      • Nothing in the Services or the Work constitutes any recommendations or advice from SBDT regarding the marketing or promotion of the Client’s products or services and any marketing campaign shall remain the Client’s commercial decision in its absolute discretion.
      • In no circumstances will either party be liable for any consequential or direct damages, loss of profits, or any other similar or analogous loss resulting from the Services or the Work, whether based on warranty, contract, tort, negligence, in equity or any other legal theory.
      • The Client shall indemnify SBDT for, and hold it harmless against any loss, damage, costs, expenses, liability, deduction, contribution, assessment or claim (including reasonable legal and preparation costs) arising in connection with: (i) any access to or use of the Services; (ii) any breach of its obligations under these Terms; (iii) any third party claims that may arise from the Services or any public disclosure or misuse of the Work; and any tax, penalty, fine or interest incurred or payable in connection with the Services or in consequence of breach of these Terms.
      • SBDT may at its option satisfy such indemnity (whether in whole or in part) by way of deduction from any payments due to be paid to it under these Terms.
      • Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.
      • Nothing in these Terms shall limit or exclude the liability of either party for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation.
  • 10. GENERAL
        • Electronic Communication & Notices: Notices: The parties acknowledge and agree that these Terms if executed (including digitally or by counterpart) and conveyed by ‘electronic communication’ having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002. Any consent, notice or communication under these Terms is effective if conveyed by electronic communication and must be sent to the parties’ contact details as specified.
        • Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.
        • The relationship of the parties to this agreement does not form a joint venture, partnership, employment, trust or agency.
        • Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.
        • No clause of this agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.
        • Further Action. Each party must do anything reasonably necessary (including executing agreements and documents) to give full effect to these Terms, including in connection with any claim or proceedings brought against a part as a result of any breach of these Terms.
        • Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering these Terms.
        • If these Terms is inconsistent with any other preceding document or agreement between the parties, these Terms prevails to the extent of the inconsistency.
        • This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
        • Any clause of these Terms, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms.
        • Governing Law. This Agreement is governed by the laws of England & Wales. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction in England.

END GENERAL CONDITIONS