Terms of Business for Irenicon Ltd | KoffeeKlatch | Balancing the Bump

  1. Instructions: We will carry out work which is chargeable to the Client only in accordance with a project proposal or service offering agreed with the Client and/or as otherwise instructed by the Client.
  2. Performance of consultancy:  We will use our best endeavours to fulfil the Client’s business requirements in accordance with the project proposal and/or instructions.
  3. Distance Selling:  Our products and services are principally provided on a ‘business-to-business’ basis.  If you are a consumer and trading with us as such, we will provide you before we start work on your project with an email contract and statement of the services we are offering to provide.  Whatever your status, by making your payment to us, you are requesting us to start work on your project and/or provide the services you have ordered.  Please note: You will not, unless we agree otherwise, be able to cancel your contract with us under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 once we have started performance of services for you or once you have downloaded a paid-for product.
  4. Fees:  Our consulting fees are made up of consultant time spent (including travel) at the standard hourly rate quoted on our website, plus expenses, plus VAT.  Programme fees are charged at the quoted rate plus VAT.  Fees for downloaded products are as set out on our websites.  Discounts and surcharges (where applicable) are applied to our standard hourly fee rate.  Prices are quoted, and shall be paid, in Pounds Sterling in England.
  5. Prepayment discounts:  Payments made in advance of fees being incurred may qualify for a discount in accordance with our currently published fee rates.  Amounts held by us to your credit (whether described as ‘deposit’, ‘funds’ or ‘prepayment’) will be used to clear sales invoices until no funds remain.  Such amounts can only be applied to our invoices, and will not be returned.  All deposits, funds and prepayments are non-refundable (unless you are trading with us as a ‘consumer’, in which case your right to claim a refund of the unused balance of pre-paid time is set out in your individual contract with us).
    1. Expiry of pre-paid time: Time purchased in advance must be used within twelve months of your purchase date. Time that remains unused after that period may be lapsed from your account and deemed to have been used.
  6. Working hours, and out of hours support: Our normal service availability is 9.30am to 5.30pm, Monday to Friday excluding English bank and public holidays.  Out of hours’ support is available outside our normal hours, subject to prior agreement and confirmation, and will attract a fee uplift of 30% of our standard hourly rate.
  7. Urgent work:  Where work is required urgently, because of timetables imposed by the Client or the legal system, a fee uplift is applied.  (Note that weekends and bank and public holidays do not count when calculating the urgency of work, so Monday is 24 hours from Friday.)
    1. Work required within 24 hours, fee uplift is 60% of standard hourly rate.
    2. Work required within 48 hours, fee uplift is 30% of standard hourly rate.
    3. Where work is both urgent and out of hours, each surcharge will be applied to the standard hourly rate to arrive at a total rate.

Your acceptance of these surcharge rates is implied by your giving instructions for completion of work (or stage of work) with a deadline of less than three working days.

  1. Expenses:  Mileage is charged at current rates, other travel and subsistence at cost.
  2. Payment terms:  We may invoice unbilled fees and expenses in stages as the project proceeds. Invoices are payable within 10 days.  We shall be entitled to withhold and/or reschedule services while amounts payable to us are overdue.
  3. Application of payments:  Payments will be applied to oldest invoices first excluding prepayment invoices. It is not possible to qualify for discounts until all non pre-payment invoices are cleared and all work in progress has been invoiced and paid.  Where payment is allocated to a prepayment invoice which is less than the invoice value, the discount will be at the appropriate rate for the amount allocated.
  4. Interest:  We reserve the right to charge interest on overdue amounts (see clause 10) at the rate of 2.22% per month (equivalent to our unauthorised overdraft rate from the bank).  Subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.
  5. Confidentiality:  We will treat all information received from Clients as strictly confidential and will only use or disclose it as may be required in the performance of services.
  6. Copyright:  On payment of invoices, our Client acquires a royalty-free, non-exclusive licence to use, for its own internal purposes only, the materials produced by us during the consultancy.
    1. This licence does not include the right to authorise any other organisation (including associated companies or firms and subsidiaries) to use those materials;
    2. This licence does not include the right (unless expressly agreed in writing by an Irenicon Director on a case by case basis) to use those materials for training any other individual, writing any article or blog, or producing or contributing to any manual or any other published material.
  7. Webinars, group coaching calls and public courses:  The terms in this clause apply for webinars, group coaching calls and public courses (i.e. sessions attended by individuals from more than one organisation).
    1. Confidentiality:  If you are participating in a public session you must refrain from disclosing any information that could be regarded as slanderous, libellous, breach of contract or breach of data protection rules on your part.  You are not ‘off the record’ in any way in a public session.
    2. Recording:  We record and monitor courses.  We may publish the complete recordings or edited highlights.  You agree that all property rights of any nature in the content of public sessions belong exclusively to us.
    3. Delegate substitution: Substitution of delegates is freely allowed, provided that each place on a session may only be taken by one person for the duration of the session.
    4. Rescheduling, cancellation and variation:  If the session does not run on the date/time advertised for any reason, we will offer, at the Client’s choice, either an alternative session (from the list of available dates) or a full refund of moneys paid.  We shall have the right to change the tutor(s) at our absolute discretion.  If a venue is involved, we reserve the right to change the venue (within the same broad area).
  8. Disclaimer:  Advice given and documentation drafted by us is designed to supplement good personnel practice and procedure, it cannot replace them.  Our advice depends on the quality and completeness of the information supplied by the Client.  Changes in circumstances may materially alter the validity of advice given.
  9. Complaints procedure:  We aim to meet or exceed client expectations. If you have any complaint about our services, please follow the complaints procedure set out on our website or apply in writing to us without delay.
  10. Exclusion and limitation of liability:  Our fee rates are determined on the basis of the limits of liability set out in these Terms of Business.  Before contracting for work to be done, the Client may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefor), in which case our fee rates may be adjusted upwards.
    1. Any personal liability of any of our directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of the consultancy services is hereby expressly excluded.
    2. We shall have no liability for any indirect or consequential losses or expenses suffered by the Client, however caused, including, but not limited to, loss of anticipated profits, goodwill, reputation, business receipts or contracts, losses or expenses resulting from third party claims.
    3. Subject to the terms of the next paragraph, our aggregate liability to the Client, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the cost of the provision of the services which gives rise to such liability in respect of any occurrence or series of occurrences.
    4. Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us for death or personal injury resulting from our negligence or the negligence of our employees, agents or sub-contractors.
  11. Indemnity: Unless otherwise expressly agreed in writing, the Client shall hold us fully indemnified against all costs (including fees for our own time at our standard fee rates), compensation, expenses and losses, arising from any claims made or intimated against us or any of our officers or employees by any previous provider of employment law services to the Client or by any of their employees, arising out of or in connection with the giving to us by the Client of any instructions or series of instructions to carry out work or services or a project.
  12. Termination:  Further work on a project may be terminated at any time by either party, by notice in writing to the other party, without prejudice to the obligation to pay for all fees and expenses already incurred. Firm commitments entered into are to be honoured, whether for performance before or after actual termination date.
  13. Force majeure:  We will not be liable for failure to provide services where it is not reasonably practicable to do so due to circumstances beyond our control.
  14. Applicable Law:  All contracts for the supply of goods or services by Irenicon Limited shall be governed by the laws of England and exclusively justiciable in the English courts.