Terms & Conditions

SmartWisdom Ltd provides training and consultancy services for the training, development, and coaching of people at all levels. The provision of the Service by SmartWisdom Ltd will usually require a significant amount of preparation and planning. For this reason the following terms and conditions are applicable: –

1. INTERPRETATION
(a) In these Terms: ‘Business Day’ means any day which is not a Saturday, Sunday or a bank or public holiday in England ‘the Client’ means “Client Name” its subsidiaries, employees, appointed agents and representatives ‘Charges’ means the charges quoted to the Client relating to the Service from time to time ‘Contract’ means these Terms and any Proposal or quotation provided to the Client by SmartWisdom ‘SmartWisdom’ means SmartWisdom Ltd its employees, strategic partners and appointed associates ‘Proposal’ means the proposal provided by SmartWisdom to the Client for the provision of the Service and to which these Terms are appended ‘Service’ means any consulting activity, course design, development, training, coaching, delivery, documentation and ongoing maintenance
(b) In these Terms:
I. references to the singular shall include the plural and vice versa
II. the masculine gender shall include the feminine and neuter and vice versa
III. a reference to a person shall include a reference to a firm, a body corporate, an incorporated association or to a person’s executors or administrators
IV. references to writing shall include any modes of reproducing words in a legible and nontransitory form but not electronic mail
V. Any reference to a statute or statutory instrument (whether specifically named or not) shall include any amendment or re-enactment thereof for the time being in force
(c) All and any business undertaken by SmartWisdom is transacted subject to these Terms
(d) Irrespective of whether these Terms have been signed by either SmartWisdom or by the Client the Client’s continuing instructions to SmartWisdom in connection with the provision of the Service to the Client shall be deemed to be acceptance by the Client of and agreement to these Terms
(e) These Terms supersede all previous terms of business

2. SUPPLY OF THE SERVICE
(a) SmartWisdom shall provide the Service to the Client subject to these Terms. Any changes or additions to the Service or these Terms must be agreed in writing by SmartWisdom and the Client.
(b) The Service shall be provided in accordance with SmartWisdom’s current brochure or other published literature relating to the Service from time to time, subject to these Terms.
(c) Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in SmartWisdom’s brochure or other promotional material, may be made available on written request.
(d) SmartWisdom may correct any typographical or other errors or omissions in any brochure, promotional literature, Proposal, quotation or other document relating to the provision of the Service without any liability to the Client.
(e) SmartWisdom may at any time without notifying the Client make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.

3. CHARGES
(a) Subject to any special terms agreed, the Client shall pay SmartWisdom’s Charges and any additional sums which are agreed between SmartWisdom and the Client for the provision of the Service or which, in SmartWisdom’s sole discretion, are required as a result of the Client’s instructions or lack of instructions or any other cause attributable to the Client.
(b) Charges are fixed for one calendar month from the date the Proposal is given to the Client.
(c) SmartWisdom shall be entitled to vary its Charges from time to time by giving not less than three months’ written notice to the Client.
(d) All Charges for the provision of the Service and any additional sums are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
(e) SmartWisdom shall be entitled to invoice the Client 20 Business Days before the date on which the Service is to commence, or at such other time as is agreed with the Client in writing.
(f) The Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any setoff or other deduction) 15 Business Days after the date of the invoice and in any event payment shall be made in full in advance of the commencement of the Service.
(g) If payment is not made on the due date, SmartWisdom shall be entitled, without limiting any other rights it may have, to charge the Client interest in respect of any amount outstanding (both before and after any judgment) at the rate of 3% per annum above the base rate for the time being of Barclays Bank plc accruing from day to day to run from the due date for payment until the outstanding amount is paid in full in accordance with the Late Payments of Commercial Debts (Interest) Act 1998.
(h) If the account is unpaid on the first date the Service is to commence SmartWisdom reserves the right to suspend provision or to withdraw the Services and to treat the contract as repudiated and the Client shall indemnify SmartWisdom for any loss or damage that SmartWisdom suffers as a result.
(i) If the Client requires a reference number to be used when invoicing this must be issued prior to the submission of the invoice.
(j) The Client shall not be entitled to withhold payment of any amount payable under the Contract because of any disputed claim of the Client in respect of defective services or any other alleged
breach of contract, nor shall the Client be entitled to set off against any amount payable under the Contract, any monies which are not then presently payable by SmartWisdom or for which
SmartWisdom disputes liability.

4. CANCELLATION
Cancellation of the Service must be confirmed in writing. If the Client cancels all or part of the Service SmartWisdom will invoice the Client in full for all completed work and expenses incurred;
plus an additional fee calculated as a percentage of the outstanding work, as follows:
Cancellation Fee
More than 40 working days before provision of the Service 0%
Between 40 working days and 20 working days before provision of the Service 50%
Between 20 working days and 10 working days before provision of the Service 75%
Less than 10 working days before provision of the Service 100%
If the cancelled dates are part of a series, the above shall only apply to the cancelled dates.

5. POSTPONEMENT AND ALTERATIONS
(a) All postponements must be confirmed in writing.
(b) When an agreed Service is postponed all Charges and any additional sums will be payable as if the postponement were a cancellation. If the Service is subsequently provided within a 2-month period, the Charges for that Service will be recalculated at current rates and reduced by the amount already paid. An additional administration charge will be made based on 20% of the original cancellation fee.

6. EXPENSES
The Client will be liable for any reasonable costs incurred by SmartWisdom including but not limited to travel time, travel, accommodation, subsistence, materials and equipment. Upon request SmartWisdom will discuss its anticipated expenses, and may agree a rate and detail it in writing before the commencement of any Service.

7. CLIENT’S OBLIGATIONS
(a) The Client will make all administrative arrangements required to run the project sessions and workshops, including the booking of a suitable venue, the provision of any equipment, the copying of materials and arranging the attendance of participants.
(b) The Client shall provide the venue and any equipment required for the performance of the Service including but not limited to such equipment as audio-visual, screens, films and the hiring of specialist equipment. All expenses connected with this shall be borne by the Client.

8. ADDITIONAL WORKS
Any variation or extension of the Service detailed in the Proposal will be subject to separate agreement in writing between SmartWisdom and the Client.

9. NON-SOLICITATION
The Client and any company, firm or individual associated with or connected to it shall not, prior to, during or for one year after the provision of the Service directly or indirectly, offer employment or a contract for services or any other contract for work to any employee or associate of SmartWisdom without SmartWisdom’s prior written consent.

10. COPYRIGHT AND APPLICATION
(a) The property and any copyright or other intellectual property rights in any documents or other materials and any data or other information provided by SmartWisdom relating to the Service including but not limited to course material, documentation, course handouts and similar items (‘the IP’) shall belong to and shall remain the property of Jonathan Kemp. Reports submitted and advice given is for the sole use of the Client. Such documents or other materials are not to be disclosed to third parties without the prior written consent of the Managing Director Jonathan Kemp. SmartWisdom may in its absolute discretion and upon the written request of the Client and upon the payment of an appropriate charge provide further copies of such documentation for colleagues of attendees
(b) The Client shall not
(i) in whole or in part sell supply or otherwise permit access to lend or make available the IP to others;
(ii) copy in whole or in part materials provided by SmartWisdom for sale or other supply to others or otherwise make the same available to others;
(iii) copy adapt or reproduce in whole or in part whether for external or internal purposes the IP and / or any materials forming part thereof;
(iv) delete obscure or otherwise tamper with in whole or in part any copyright notices or other indications of protected intellectual property rights and / or ownership from the IP, any materials forming part thereof and / or any materials supplied to you by SmartWisdom and / or that you print or download from the IP;
(v) demonstrate to others nor pass information to another to be demonstrated to others the techniques and / or skills acquired as a result of the provision of the Service.
(c) The Client shall not obtain any intellectual property rights in or any right or license to use the IP, the materials forming part thereof other than as expressly set out herein.
(d) The Client shall keep confidential (and shall procure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of SmartWisdom and shall not use or disclose such information except with the express written consent of SmartWisdom or in accordance with the order of a court of competent jurisdiction. For the purposes of the Contract ‘confidential information’ shall include but shall not be limited to information about SmartWisdom or its trading practices, business affairs or finances, information which would infringe the IP Rights and the disclosure of any such information to any third party including but not limited to SmartWisdom’s other clients, existing or potential.

11. ENTIRE AGREEMENT
These Terms of Business together with any Proposal or quotation provided by SmartWisdom to the Client constitute the entire
understanding and agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms,
express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

12. LIMITATION OF LIABILITY
(a) SmartWisdom shall provide the Service using reasonable care and skill and, as far as reasonably possible, in accordance with the Proposal and at the times referred to in the Proposal.
(b) SmartWisdom shall take reasonable care to ensure that any written material provided by it is correct as at the date stated in such material or if no such date is stated at the date the Service is provided. Any written material shall not take any account of updates in practice beyond that date.SmartWisdom accepts no liability for the contents of any written material provided by it and such material should be read in conjunction with the instruction given at that course.
(c) SmartWisdom reserves the right in its absolute discretion to deny access to the Service to any individual or refuse to continue the provision of the Service for any reason including but not limited to any individual who in SmartWisdom’s reasonable opinion is a disruptive influence, or has not fulfilled the course prerequisites, or is not capable of continuing the training.
(d) Save as expressly set out in these Terms, the Client shall not be entitled to rely upon any representative statement or warranty concerning the provision of the Service nor shall SmartWisdom be liable to the Client for any loss or damage incurred by the Client in consequence of any such reliance.
(e) Except in respect of death or personal injury caused by SmartWisdom’s negligence, or as expressly provided in these Terms, SmartWisdom shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of SmartWisdom, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of SmartWisdom under or in connection with the Contract shall not exceed the amount of
SmartWisdom’s charges for the provision of the Service, except as expressly provided in these Terms.
(f) SmartWisdom shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of SmartWisdom’s obligations in relation to the Service, if the delay or failure was due to any cause beyond SmartWisdom’s reasonable control.
(g) The express terms of the Contract are the absolute limit of SmartWisdom’s liability. SmartWisdom shall not be liable to the Client for any loss, damage, expense or costs whoever incurred or suffered by the Client or by any third party whether direct or consequential arising against the Client in connection with the Services provided, and the Client shall indemnify SmartWisdom at all times against all and any such loss, damage, expense or costs.
(h) Save as expressly provided in these Terms all conditions warranties and representations or other terms expressed or implied by statute common law or otherwise in relation to the Service are hereby excluded to the fullest extent permitted by law.

13. ENGLISH LAW
(a) The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any of these Terms shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
(b) Any dispute arising under or in connection with these Terms or the provision of the Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.

14. GENERAL
(a) SmartWisdom will take all reasonable steps to fulfill its obligations in respect of the Contract as stated. However, it reserves the right to cancel or amend course, coaching, consultancy dates and times and to provide alternative services of at least equivalent standard at no additional cost to the Client.
(b) SmartWisdom reserves the right to pass on to the Client any additional costs as may be authorised by the Client or caused by the Client (or any party on whose behalf the Client is acting) not adhering to the agreed times for provision of the Service.
(c) SmartWisdom shall not be liable to the Client for or be deemed to be in breach of the Contract by reason of any loss or damage which may be suffered by the Client as a direct or indirect result of the supply of services by SmartWisdom being prevented hindered or delayed or rendered uneconomic by reason of circumstances or events beyond SmartWisdom’s reasonable control including but not limited to Act of God, explosion, flood, tempest, fire, war or threat of war, act of terrorism, sabotage, insurrection, civil disturbance or requisition, riot, strikes, lock-out trade dispute or labour dispute or other industrial action or labour disturbance, accident break-down of plant or machinery, power failure difficulty or increased expense in obtaining workmen materials fuel or transport, import or export regulations, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority or other circumstances affecting the supply of the Service.
(d) The direct responsibility for the health and safety and the behaviour of the Client’s employees remains with the Client. SmartWisdom cannot accept liability for any cause that is a result of a delegate’s negligence.
(e) Where SmartWisdom is providing the Service upon the Client’s premises the Client will be liable for all damage, loss or injury whatsoever suffered by SmartWisdom or SmartWisdom’s employees or representatives, due to or as a result of the Client’s acts, omissions, neglect or default or misconduct or that of the Client’s representatives, employees, agents or ubcontractors and the Client agrees to indemnify SmartWisdom against all loss, damage, costs, expenses, claims and demands whatsoever and howsoever incurred by SmartWisdom in respect thereof.
(f) The safe condition of any equipment or premises made available to SmartWisdom remains the responsibility of the Client.
(g) If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
(h) The headings in these Terms are for reference purposes only and shall not affect their interpretation.
(i) No variation of these Terms shall be effective, unless in writing and signed on behalf of SmartWisdom and the Client.
(j) A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
(k) No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.