Terms of Business

1. Who are Irenicon?

We are Irenicon Ltd, a private limited company registered in England. Our company number is 01510166, and our registered office is at Airport House, Purley Way, Croydon, CRO OXZ. Our VAT number is GB 346 4760 40.

We have been in business since 1980. Anastasia Ward and Annabel Kaye are the two Directors.

Our brand name – ‘Irenicon’  – is a registered trademark.

2. Who these Terms are for, and what they do?

2.1. All our work, products and services are covered by these Terms

These Terms are part of every contract between us and our clients for work, products or services to be delivered by us.

These Terms should read alongside any individual project proposal, or booking form, or product or download description. The project or product that we are delivering will determine which of these documents is relevant.

These Terms describe key elements of the way we do business. They are designed to make it as clear as possible what you get, how to pay, and who needs to do what.

Variations to these terms can only be agreed in writing by one of the Directors named above

2.2. Defined words and expressions

Some words have special meanings in these Terms, and they are set out in clause Definitions . We often signal where a word is being used as defined by starting it with a capital letter, but we have not done that where it would make the Terms look too odd. So “we”, “you”, and “including” are not capitalised but always have the defined meaning.

2.3. Are you in business, or using us privately?

Our products and services are principally provided on a ‘business-to-business’ basis. We are not usually providing advice or services on a ‘business-to-consumer’ basis.

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.

If you are a consumer and buying from 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. But 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.

3. Whatever we do for you, this section applies:

3.1. Confidentiality and data privacy

3.2. Copyright and intellectual property

3.2.1 – The outputs of Services are our intellectual property, and we own the Rights in Materials. On payment of our fees and charges, we grant you a royalty-free, non-exclusive licence to use the Materials within your organisation, limited as described in the next paragraph.

3.2.2 – You need the express written permission of an Irenicon director, on a case by case basis, to do any of the following things with Materials, and if you do not have our permission, you may not do these things:

• to authorise any other organisation (including associated companies or firms or any subsidiaries) to use those Materials;
• to use those Materials for writing any article or blog, or producing or contributing to any manual or any other published material, or for training or advising someone else.
• to edit or extract any part of Materials into another document.

3.3. Resolving complaints, liability limitation, and other legal terms

Section 9 of these Terms apply to all our work, products and Services.

4. Downloads and documents

4.1. Your rights to use purchased products, and different product levels

4.1.1 – For the avoidance of doubt, all contracts, policies and templates purchased directly from our websites are sold on the basis that they will be used as a whole, as drafted. Appropriate forms are supplied with products to facilitate varying, customising and issuing the contracts for your situation.

4.1.2 – We do not grant you a license to edit or extract any copy from downloads and documents in whole or in part, other than when we sell a template which is expressly identified as licensed for editing (a ‘Premium’ version).

4.1.3 – Product level: our products are supplied at different levels. The product level determines your right to adapt or alter the product, and the level and period of support that you receive for that product.

• Basic: no editing allowed of the template documents themselves. Our branding remains in place. Fields in forms are editable by you for completion of details for contracts. The template can be reused any number of times within your organisation, subject to clause Copyright and intellectual property. Group support period: 6 months
• Standard: no editing allowed of the template documents themselves, but you can substitute your logo for ours. You must retain our copyright statement in the footer. Fields in forms are editable by you for completion of details for contracts. The template can be reused any number of times within your organisation subject to clause Copyright and intellectual property. Group support period: 12 months
• Premium: template documents are editable, and you can change both branding and wording. Your alterations in three clauses (of your choice) will be reviewed and checked by our legal experts. Fields in forms are editable by you for completion of details for contracts. The template can be reused by you any number of times within your organisation subject to clause Copyright and intellectual property. Group support period: 18 months

4.1.4 – If you breach our copyright and the terms of the Materials licence granted by

• extracting part of Materials for use in other documents;
• altering non-editable areas of a template;

we shall have the right to charge you

• the current (at the time of our discovery of the breach) Premium price of the product in which you made the unauthorised modification or from which you made the unauthorised extraction, together with
• interest in accordance with these Terms (see Application of payments, interest) applying on the Premium price from the date of the purchase of that product;
• and on your own head be it whether the wording does anything useful for you or damaging to you – that shall not be our responsibility.

4.1.5 – Note that our templates and documents are not for passing on to other organisations and are not for resale by you.

4.1.6 – if you share the download with someone who has not purchased it, you and they will be jointly and severally liable for the cost of the purchase that should have been paid together with our costs and expenses (including fees for our own time at our standard billing rate as well as external legal and professional fees) in investigating, discovering and pursuing recompense for the breach of these Terms.

4.2. Upgrades and Add-ons

Where you purchase an upgrade or add-on, unless otherwise stated on the website any additional support period will be dated from the original purchase date (and not the date of purchasing the upgrade/add-on).

Add-ons are supported for the same period (from the same date) as your original purchase, regardless of the add-on level.

4.3. Prices, discounts, refunds

4.3.1 – Fees for downloaded products are as set out on our websites.

4.3.2 – If you have a code or coupon that will give you a discount on a product, make sure you apply it to the shopping cart before checking out. Product discounts cannot be given any other way and cannot be applied retrospectively.

4.3.3 – Refunds are not normally available once any part of a purchase has been downloaded. Any refunds are at our entire discretion

5. Product Support and Group / Membership Plans

5.1. Product support

5.1.1 – Product support is provided within groups (on Facebook or other platform of our choice) for the period appropriate to the level of product purchased by you.

5.1.2 – Group support is provided on the terms of the individual group rules which can be found in each group. The rules are provided in the group description and are accessible before you join

5.1.3 – Nothwithstanding any individual group rules you may not use our groups to promote your business (other than by responding directly to admin requests), nor sell your services to group members outside the group unless they have expressly invited you to do so.  The groups are there to provide customer support of our contracts and services and there is no right to post on any other subject.   Any off topic posts, or posts deemed by the moderator to be insulting or aggressive or inappropriate in anyway will be removed.

5.1.4 – If you are in breach of these Terms or the rules of the group, we reserve the right to suspend or terminate your group support without compensation or a right to substitution, and without prejudice to other remedies we may have.

5.2. Private support

5.2.1 - Private support and advice on products is not included in the download price, except that Premium level customers have inclusive support on up to three tracked changes per product. Beyond that, private support is available from us as consulting/time-based work (see below).

6. Consulting and Time-based Work

6.1. Your instructions and our project to support you

6.1.1 – We will carry out work which is chargeable to you only in accordance with a project proposal or service offering agreed with you and/or as otherwise instructed by you.

6.1.2 – We will apply ourselves attentively to fulfilling your business requirements in accordance with the project proposal and/or instructions.

6.2. Working hours, out of hours and urgent work, surcharges

6.2.1 – Our normal service availability is 9.30am to 5.30pm, Monday to Friday excluding English bank and public holidays.

6.2.2 – 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.

6.2.3 – Where work is required urgently because of timetables imposed by you or by the legal system, we may apply a fee uplift. (Note that weekends and bank and public holidays do not count when calculating the urgency of work, so Monday is 24 hours from Friday.)

• Work required within 24 hours, fee uplift is 60% of standard hourly rate.
• Work required within 48 hours, fee uplift is 30% of standard hourly rate.
• 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.

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

6.3. Fees

6.3.1 - 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. 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.

6.4. Pre-paid time; fixed fee projects; discounts; expiry

6.4.1 – Payments made in advance of fees being incurred may qualify for a discount in accordance with our currently published fee rates.

6.4.2 – 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 you may claim a refund of unused pre-payment with the charging rate adjusted to reflect the actual time used).

6.4.3 – Time purchased in advance must be used within three months of your purchase date. Time that remains unused after that period may be lapsed from your account and deemed to have been used, unless an extension is expressly agreed in writing by a director at the proposal stage or by exchange of email subsequently.

6.4.4 - Fixed fee projects will be deemed to be completed within 90 days of commencement, unless an extension is expressly agreed in writing by a director at the proposal stage or by exchange of email subsequently.

6.4.5 - Retainers are subject to 90 days notice of termination.  The balancing 90 days fall due to be paid regardless of whether your require any further work to be done.  

6.4.6 - Retainer client additional discounts will only be applied to work carried out once a retainer has been paid, the non-payment of a regular retainer payment will trigger a reversion to non-retainer rates until the non-payment has been rectified.  No retrospective adjustment will be made for the non-payment period.

 6.4.7 - Retainer client additional discounts will only be applied to work carried during the period covered by a retainer payment.  Any work carried out before or after the retainer period (or during a period of non-payment) will be carried out at our normal rates.

6.4.8 - In-house legal counsel work carried out in this capacity is done during a retainer period under the client's instruction using a client based email/domain name.

6.5. Expenses

6.5.1 - Mileage is charged at current rates, other travel and subsistence at cost.

6.6. Payment terms

6.6.1 – 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.

6.6.2 – Where interim payments are agreed for project stages, we shall be entitled to invoice for uncompleted stages at the originally scheduled time if a substantial reason for the delay in completion of the stage is your delay in providing necessary material or information on time.

6.6.3 – Retainer invoices must be paid in advance for the retainer period..

6.7. Application of payments, interest

6.7.1 – Payments will be applied to oldest invoices first. It is not possible to qualify for prompt or pre-payment discounts by paying later invoices and leaving earlier ones outstanding.

6.7.2 – We reserve the right to charge interest on overdue amounts (see clause 10) at the rate of 3.22% 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.

6.8. TUPE Indemnity

6.8.1 - Unless otherwise expressly agreed in writing, you 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 services to you or by any of their employees arising out of or in connection you giving us instructions to provide Services.

7. Webinars, group coaching calls and public courses

7.1. Application of this section

7.1.1 - This section applies to webinars, groups calls and courses, whether public or private. “Private” or “in-house” refers to an event for delegates in one organisation, and a “public” event is one offered to delegates from more than one organisation.

7.2. Fees

7.2.1 - Programme fees are charged at the quoted rate plus VAT.

7.3. Confidentiality

7.3.1 - If you are participating in a public session, you must refrain from disclosing any information or making any statement that could be regarded as slanderous, libellous, breach of contract or breach of data protection rules on your part. Participants are not ‘off the record’ in any way in a public session.

7.4. Recording

7.4.1 - We may 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.

7.5. Delegate substitution

7.5.1 - Substitution of delegates for events attended in person at physical locations is freely allowed, provided that each place on a session may only be taken by one person for the duration of the sessiion.

Substitution of delegates is not permitted for online courses – but additonal chairs included a Virtual Assistant chair may be purchased to facilitate completion of programmes requiring audit and administration to complete the course.

7.6. Rescheduling, cancellation and variation

7.6.1 – Once a private session has been firmly booked, you may not change it unless we agree in advance. If you seek to reschedule more than 30 days in advance of the originally scheduled date, then (a) we will use our reasonable endeavours to agree a new date within 30 days of the originally scheduled date, and (b) fees will be due in line with the original schedule of work. Rescheduling within 30 days of the originally scheduled date amounts to a cancellation, and there is no right to refund or substitution in the event of a cancellation.

7.6.2 – We shall have the right to change the tutor(s) at our absolute discretion

8. Definitions; liability/exclusion; complaints; definitions; other legals

8.1. Definitions

8.1.1 – We: Irenicon Ltd (more fully described above)

8.1.2 – You: the person, form or organisation for whom we are providing Services or products.

8.1.3 – Confidential Information: means all information

• that we discover because of or through our connection with you; and
• which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors); but
• “Confidential Information” does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.

8.1.4 – EU Data Law: means the EU General Data Protection Regulation 2016/679 (as amended and replaced from time to time) (“GDPR”) and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC, and as amended and replaced from time to time), and all English legislation implementing, varying or applying those provisions (including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection Act 2018, as amended or varied)

8.1.5 – Including: the word “including” shall not imply any limitation on the generality of the concept or thing of which examples are being given

8.1.6 – Materials: means written, audio and visual materials produced in the course of or to support delivery of or included in the output of Services, including proposals, videos, calculations, reports, designs, flow charts, plans, notes and reference material

8.1.7 – Rights: means

• all intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and
• the right to apply for or register any intellectual property right protection, and
• all rights relating to trade secrets and other unpublished information.

8.1.8 – Services: the work or goods or products or downloads to be supplied by us to you.

8.2. Disclaimer

8.2.1 - Advice given and documentation drafted by us is designed to supplement good practice and procedure, it cannot replace them. Our advice depends on the quality and completeness of the information supplied by you. Changes in circumstances may materially alter the validity of advice given.

8.3. If you are not happy, what should you do?

8.3.1 - We aim to meet or exceed your expectations. If you have any complaint about our services, please apply in writing to us without delay.

8.4. Exclusion and limitation of liability

8.4.1 – 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, you 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.

8.4.2 – 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.

8.4.3 – We shall have no liability for any indirect or consequential losses or expenses suffered by you, 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.

8.4.4 – Subject to the terms of the next paragraph, our aggregate liability to you, 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.

8.4.5 – 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’

8.5. Termination

8.5.1 - 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.

8.6. Force majeure

8.6.1 - 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.

8.7. Severability

8.7.1 - If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, wording shall be deleted from it to the minimum extent necessary to make the term enforceable, or if that is not possible the offending provision or part-provision shall be deleted. The validity and enforceability of the rest of these Terms shall be unaffected.

8.8. No waiver

8.8.1 - If we or you delay or fail to enforce any of these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any other time.

8.9. Applicable Law

8.9.1 - All contracts for the supply of goods or services by Irenicon Limited shall be governed by English law and subject to the exclusive jurisdiction of the English courts.