Terms & Conditions

Coaching

In the spirit of good practise, when you are purchasing coaching services from me I ask you to confirm that you have read and agreed to each statement below and that you wish to proceed.

All coaching services and communication, email or otherwise, delivered by myself, Seema Agarwal, as well as information on this website (https://seemaa.co) are meant to help you identify the areas in your life and in your thinking that may be preventing you from experiencing greater well-being and moving forward. Coaching is not a substitute for professional mental health care or medical care. As I see it coaching is meant to be done when major emotional and psychological wounds are already healing or healed.

The term ‘coaching’ as here used covers life coaching, personal coaching, executive coaching and business coaching for clients.

Seema is continually striving to ensure the standard of service she provides to its clients remains excellent. At the end of the coaching process, or series of coaching sessions, the client will be asked to complete a feedback form

 

COACHING DISLCALIMER

I understand that the coaching services I will be receiving from my Coach are not offered as a substitute for professional mental health care or medical care and are not intended to diagnose, treat or cure any mental health or medical conditions. I also understand that my Coach is not acting as a mental health counsellor or a medical professional.

For legal purposes, I understand that coaching is currently an unregulated industry and that my Coach is not “licensed“ by any UK body even though the sessions may take place in the UK.

I understand and agree that I am fully responsible for my well-being during my coaching sessions, and subsequently, including my choices and decisions.

I understand that coaching is not a substitute for counselling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, and I will not use it in place of any form of therapy.

I understand that all comments and ideas offered by my Coach are solely for the purpose of aiding me in achieving the defined goals I create with my Coach. I have the ability to give my informed consent, and hereby give such consent to my coach to assist me in achieving such goals and understand that results are not guaranteed.

I understand that to the extent our work together involves career or business, my Coach is not promising outcomes included but not limited to increased clientele, profitability and or business success.

I understand that my Coach will protect my information as confidential unless I state otherwise in writing. If I report child, elder abuse or neglect or threaten to harm myself or someone else, I understand that necessary actions will be taken and my confidentiality agreement limited in this capacity. Furthermore, if my Coach is ordered by a court to provide information or to testify, she will do so to the extent the law requires.

I understand that the use of technology is not always secure and I accept the risks of confidentiality in the use of email, text, phone, Skype and other technology.

I hereby release, waive, acquit and forever discharge my Coach, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages I may claim to have or that I may have arising out of acts or omissions by myself or by my Coach as a result of the advice given by my Coach or otherwise resulting from the coaching relationship contemplated by this agreement.

I further declare and represent that no promise, inducement or agreement not expressed in this agreement has been made to me to sign this agreement. This agreement shall bind my heirs, executors, personal representatives, successors, assigns, and agents.

 

TERMS AND CONDITIONS

The coaching schedule will be arranged between Seema and the client and can be booked up to 3 months in advance. Seema will recommend the frequency of coaching sessions based on a professional assessment of the client’s requirements. This recommendation, or plan, is not binding and may be altered and adjusted throughout the coaching journey by mutual agreement, in accordance with the terms set out in this agreement.

The number and frequency of coaching session will be agreed at the start of coaching between Seema and the client, and confirmed by Seema by email or written correspondence. Where no specific number is agreed sessions will be provided on a session by session basis.

In return for the fees payable by the client (or by a third party on their behalf), Seema agrees to provide the service as described below and in accordance with the terms and conditions set out below. The client agrees to pay fees for the service on the terms and conditions set out below (in situations where a third party pays the fees, the third party counts as an agent acting on behalf of the client).

The date that the first coaching session takes place shall be deemed to be the start date for the service. Where any client is unhappy with any of the terms and conditions they can contact Seema to discuss any concerns and see if they can be resolved before the first coaching session. Participation by any individual in the first coaching session constitutes acceptance of these terms and conditions.

 

FORMAT OF SESSIONS

Face to face (venue by mutual agreement), via Skype (client calls coach); telephone coaching sessions (client calls coach); or other format where such is agreed. Unless otherwise agreed, for Skype and telephone sessions the client is responsible for telephoning Seema at agreed times. Seema is responsible for ensuring that she is available for consultation at agreed times.
The length of each session is as agreed between Seema and the client before coaching sessions commence.

 

SESSION FEES

In accordance with Seema’s current per session fee or fee for a programme of sessions, or any other such fee as shall be agreed and notified to the client. Seema will confirm the fees in writing, usually by email, unless this is impractical. The number of sessions for which payment is required in advance will be agreed before coaching sessions commence.

 

ADDITIONAL SESSIONS

Seema may agree to provide additional coaching sessions after completion of the initial agreed session(s). These terms and conditions will apply to any additional sessions so provided and the Per Session Fee will remain the same as originally agreed except where Seema notifies the client in writing by letter or e-mail of a change to the Fee or to any other term or condition in accordance with the section in these terms and conditions headed “Variation of Terms and Conditions”.

 

DATES AND TIMES OF SESSIONS

The date and time of the first session and any subsequent session will be agreed between Seema and the client by phone or email and confirmed by Seema by email or letter.

Sessions can only be rearranged in accordance with the section in these terms and conditions headed “Rearranging Sessions”.

 

PAYMENT TERMS

Fees can be paid online by debit or credit card using the Paypal payments systems, by standing order, by bank transfer, or by cheque made out to Seema Agarwal & sent to 9 Swain Close, Axminster, Devon, EX135HX. Where receipts are requested by the client, they will be sent by e-mail unless otherwise requested.

Fees are payable in advance of each coaching session unless otherwise agreed (Business Coaching may allow for payment on receipt of invoice). Where payment has not been received by Seema in advance of a coaching session Seema is not obliged to provide the session.

Where payment is required on receipt of invoice rather than in advance, a charge may be levied for late payment.

 

BETWEEN SESSIONS

Seema may assign the client tasks or exercises to complete between coaching sessions. There is no obligation on the client to complete these items of ‘homework’, but not doing so may slow the client’s progress in gaining improved quality of life or achieving desired business or personal outcomes.

The client may contact Seema by phone or e-mail between sessions to seek clarification regarding anything arising from a coaching session or for administrative purposes (e.g. where a client needs to rearrange a coaching session or make a payment). Additional coaching can also be provided between sessions but there will be an additional charge for this. Seema will always advise a client in advance if the nature of a client’s contact is likely to incur an additional charge and no such charges will be imposed without the client’s agreement.

 

REARRANGING SESSIONS

If a client needs to rearrange a coaching session, they should provide at least 48 hours notice. No refunds will be given to clients for unused coaching sessions unless 48 hours notice has been given. In exceptional circumstances Seema may need to rearrange a coaching session. In those instances she will also give the client 48 hours notice where practical.

Where a client pays for a session or sessions in advance they must have the coaching session(s) that they have paid for within 6 months of the payment or their fee is forfeited.

 

CONFIDENTIALITY

Personal information or business information supplied by clients in coaching sessions will be treated as confidential. It will not be disclosed to a third party without the client’s prior permission, save where required by law or where action might be necessary to prevent harm to the client or someone else.

 

EARLY TERMINATION

In exceptional circumstances, such as illness or unavailability due to bereavement or other commitments, inappropriate behaviour by the client, actual or potential conflict of interest, or other reasons, Seema can decide to terminate the service to the client early or refuse or be unable to provide further coaching sessions to the client. In such a circumstance the client will be given reasonable notice of termination by Seema where practicable and will be refunded any advance payments made for coaching sessions not yet provided.

 

RESPONSIBILITIES

Seema will seek to enable the client to improve their quality of life or level of business success and to achieve their desired outcomes. Remarkable results can be achieved where clients follow a clear plan in a committed way. However, the client has sole responsibility for taking important decisions in their life or business. Seema has no liability for any loss incurred by any client, whether financial or otherwise, following commencement of coaching sessions, or for any perceived failure by the client, whether justified or otherwise, to achieve a material improvement in quality of life or business or to achieve their desired outcomes or goals.

 

VARIATION OF TERMS AND CONDITIONS

Where an Initial Number of Sessions is agreed, any changes to these terms and conditions intended to take effect prior to the conclusion of those Initial Number of Sessions will only have effect if agreed by both Seema and the client and confirmed by Seema in writing by email or letter. In other cases, Seema may change any of these terms or conditions including the Per Session Fee by giving the client one week’s notice in writing by letter or e-mail of the change(s). If following receipt of such notification of change, the client no longer wishes to proceed with further coaching sessions, they may withdraw from the service immediately by giving notice in writing by email or letter and they will then be entitled to a full refund of any fees paid in advance for coaching sessions not yet provided. Such notice will be effective on receipt by Seema.

 

GOVERNING LAW

 

This contract is governed by the law of England whose courts have exclusive jurisdiction in relation to any dispute, disagreement, proceedings or legal claim of any nature relating to the service provided or the contract.

 

FEEDBACK

Feedback about the service is welcomed and can be given during a coaching session or by writing to Seema Agarwal, 6 Hawthorn Drive, Denham, Uxbridge UB9 4AH, United Kingdom.

Counselling

A session is defined as a meeting which has been agreed verbally or in writing, whether or not it is attended. The place and format of meeting, appointment time and length of session are mutually decided. A single therapy session usually takes place weekly or twice weekly and lasts for 50 minutes/an hour at the same time and place, but this may be negotiated according to need and circumstances.

An initial session is a meeting where we plan how to go forward before we agree to work together. In this session, which is chargeable, I would explore a little about your life story and what has brought you to therapy, and you could find out if you felt comfortable and at ease and wanted to continue. You would also have the chance to ask about anything else you may not be sure about. At this meeting we will look at scheduling future appointments. You will not be pressurised to make any decisions at this meeting. If we do decide to work together, we then formalise our own working agreement and agree an initial working period. At the end of the initial working period, we can then agree to book a further block of sessions or leave the work open-ended with continual reviews.

CONFIDENTIALITY

What is shared in the session will be treated as confidential. It will not be discussed outside the sessions except in the context of professional supervision and professional training. Any such references will always be anonymous and you could not be identified through them.

While confidentiality is essential, it is not absolute, and there are exceptions. In very few extreme circumstances, it might be necessary for me to pass on information. This would only be if there were a substantial possibility of serious harm to yourself or others or if I were legally impelled to impart information. If I had concerns in this area, I would talk to you as fully as possible before deciding to take any action. I aim to maintain the highest standards of good practice and safety. For this reason, I normally request the name and address of your General Practitioner.

If you do have any concerns whatsoever in this regard, please do raise them with me. I am fully insured.

In the unlikely event that our work has to terminate because, for example, I am involved in a serious accident, and I am unable to inform you personally, I will have entrusted a BACP registered and highly trusted colleague the task of contacting you and discussing the situation with you. In this event my colleague will then have access to your contact details and the basic details of what our work is e.g. long-term therapy, consultancy and any information that is ethically necessary to impart.

As part of good practice, a therapist is required to have some supervision of their work. I do not give my supervisor anything that might identify you. Supervision helps me to give you the best service that I can.

Consultancy

Our standard terms and conditions are as follows:

“Agreement” means the agreement based on these terms and conditions between Seema Agarwal and the Client for the Software and/or performance of the Services;

Client” means the person, firm or company purchasing the Software and or Services from Seema Agarwal;

Company” means Business Control Solutions plc or another company in its group which is entering into the Agreement;

“Default” means any breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) and/or any actionable default, act, omission, negligence or mis-statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject of this Agreement and in respect of which such party is liable to the other;
“Intellectual Property Rights” means any and all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, copyright, rights in databases, data, source codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any related goodwill;
“Services” means the services provided by Seema Agarwal to the Client including, but not limited to, management consultancy and advisory services;

“Site” means the premises at the address for delivery of the Services set out in the Statement of Work;

“Statement of Work” means the document setting out the Services and the rates for such work;

“Termination Date” means the date specified in the Statement of Work when this Agreement shall end unless terminated earlier.

1.Resources

The Client shall provide to Seema Agarwal access to such resources during normal business hours and shall procure all licences as Seema Agarwal shall require  to perform its obligations under the Agreement.

2.Services

In consideration of payment of the fees set out in the Statement of Work Seema Agarwal shall provide the Services in accordance with the Statement of Work and these terms and conditions.

3.Payment of fees

Seema Agarwal shall invoice the Client for payment of the fees and the Client shall pay them to Seema Agarwal as specified and at the time stated in the Statement of Work (the “Due Date”).

4.VAT and payment

All sums payable under this Agreement are stated exclusive of UK Value Added Tax and/or equivalent taxes in other countries which will be added and payable by the Client at the applicable rate and all sums due shall be paid without set-off, counter claim or deduction.

5.Late payment

Where the payment of any invoice or any part of an invoice is not made in accordance with this Agreement, Seema Agarwal, without prejudice to its other rights under this Agreement or in law, shall be entitled to:-
5.1 charge interest ( both before and after judgement) on the outstanding amount at the rate of 4 per cent per annum above Seema Agarwal’s bank’s base rate from the Due Date until the date of payment in full; and/or
5.2 suspend and/or withhold any services to be performed by Seema Agarwal for the Client under this Agreement or any other arrangement; and/or
5.3 terminate this Agreement.

6.Expenses

In addition to the fees for Services the Client shall reimburse all expenses reasonably and properly incurred by Seema Agarwal in the performance of the Services at any location including but not limited to travel, subsistence and accommodation expenses. Such expenses will be recharged at cost. Seema Agarwal shall maintain adequate records of such expenses and, at the Client’s reasonable request, shall produce copies for inspection. These expenses may be invoiced monthly in arrears detailing the nature of the expense incurred and the person who incurred the expense. Seema Agarwal will agree with the Client in advance the nature and scope of these expenses.

7.Fees

The fees set out in the Statement of Work shall either be stated as fixed or on a time and materials basis. In any case other than fixed fee arrangements all timetables for work and/or performance dates are estimates only and such work will be performed on a daily rate basis. Seema Agarwal will be entitled to increase any Fees due under this Agreement, by giving the Client 30 days’ written notice.

8.Site regulations

Seema Agarwal and the Client agree that when Seema Agarwal’s staff including its agents and sub-contractors, are present on the Client’s premises they shall be fully appraised by the Client of all rules, regulations and policies relating to the health and safety of personnel and security on those premises and they shall comply with such rules, regulations, procedures and policies. The Client is entitled to deny access to the Site to any of Seema Agarwal’s staff who in the Client’s reasonable opinion constitute a threat to the Client’s security or that of its Site, systems or equipment.

9.Personnel

Seema Agarwal shall use reasonable endeavours to retain personnel allocated to provide the Services but where it has no reasonable alternative but to replace such personnel, Seema Agarwal shall give the Client reasonable prior written notice and will use reasonable endeavours to replace the personnel with personnel of similar experience and qualification and unless the replacement has occurred for reasons beyond the reasonable control of Seema Agarwal, Seema Agarwal shall bear the cost of training such replacement personnel.

10.Non-solicitation

Each of the Client and Seema Agarwal agrees that for the period of the Agreement and until expiry of twelve months after termination of the Agreement it shall not without the prior written agreement of the other party knowingly employ or engage on any basis or offer employment or engagement to any staff of the other party who have been associated with the provision of the Services to the Client.

11.Consequences

If either party breaches clause 10, the party in default shall be liable to pay the other party liquidated damages of an amount equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package (calculated as at the date of termination of that staff member’s employment with that other party) and the parties agree that this is a reasonable pre-estimate of the likely loss a party will suffer as a result of a breach of clause 10.

12.Reports

During the provision of the Services Seema Agarwal shall provide periodic status reports setting out the progress of the Services at intervals agreed by the parties. The parties shall hold progress meetings if one of the parties requests this by giving at least one week’s prior written notice.

13.Scope of the Services

The nature and extent of the Services shall be set out in the Statement of Work but at any time prior to completion of the Services either party may request a change to them by notice in writing to the other party. Each party has the right to reject the change request but shall not do so unreasonably. Seema Agarwal shall provide the Client with an estimate of the fees for the proposed changed Services and, in cases of change requests made by the Client, Seema Agarwal reserves the right to charge the Client for costing the change request at its then daily rates. If the parties agree to implement the change, details of the change and the fees, timetable of work and/or delivery dates shall be set out in a further Statement of Work signed by both parties and shall then be deemed to be incorporated into the Agreement.

14.Warranty

Seema Agarwal shall perform the Services with reasonable care and skill. The Client will promptly notify Seema Agarwal of any breach of the warranties contained in the Agreement as soon as practicable upon becoming aware of it and use reasonable endeavours to do so within 14 days. Seema Agarwal will be entitled and obliged to remedy such breach within a reasonable time from receipt of notification (which shall not be greater than 30 days unless otherwise agreed between the parties). This Clause 14 states Seema Agarwal’s entire liability with regard to any breach of the warranties contained in the Agreement.

15.No implied terms

Except as expressly stated in these terms and conditions, all warranties, undertakings, duties, terms and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are excluded to the fullest extent permitted by law.

16.Deliverables

Where the Services result in the production of reports, software or other materials (“Deliverables”) such Deliverables shall be submitted to the Client in draft form for the Client’s review and the Client shall provide Seema Agarwal with written feedback on those Deliverables. Seema Agarwal will incorporate agreed changes to the draft Deliverables and then issue them to the Client. If the Client does not provide any written feedback in relation to the Deliverables within fourteen days of issue, those Deliverables shall be deemed to be in final form. The Services shall be deemed to be completed upon the issue of all Deliverables in final form and/or upon the completion of all activity set out in the Statement of Work.

17.Client co-operation

The successful and timely performance by Seema Agarwal of the Services is dependent upon the Client’s prompt performance of its obligations under the Agreement. The Client agrees to make available to Seema Agarwal an authorised representative who will:

17.1 be authorised to make binding decisions for the Client with regard to the Agreement, including any change to the Services;
17.2 review all documents, including the draft Deliverables, provided by Seema Agarwal for review so that corrections or changes may be made by Seema Agarwal; and
17.3 provide Seema Agarwal with all reasonable information and documentation concerning the Client’s operations and activities which may be required by Seema Agarwal for the performance of the Services. The Client will be responsible and liable for all third party actions or omissions where such third party are under the control of the Client.

18.Client’s staff

Where participation by, or access by Seema Agarwal to, the Client’s staff is necessary for the performance of the Services, the Client agrees that such staff will have the appropriate skill, qualifications and experience and will be available at the times agreed by the parties.

19.Rights in the Deliverables

To the extent that the Deliverables or any document, software, data or other material developed by Seema Agarwal in the course of performing the Services constitutes an original work or includes or incorporates a pre-existing work or proprietary item of Seema Agarwal all right, title and interest (including all Intellectual Property Rights) shall be and remain vested in Seema Agarwal. Subject to payment of all fees due under the Agreement, Seema Agarwal grants to the Client a non-exclusive licence to use the same to the extent necessary to enable the Client to possess and use the Deliverables for its internal business only.

20.Intellectual Property

The Client and Seema Agarwal shall retain all right, title and interest (including all Intellectual Property Rights) in all documents, software, data or other materials which constitute the pre-existing works or proprietary items belonging to them respectively and which are provided for use in connection with the performance of the Services. The Client grants to Seema Agarwal a non-exclusive royalty free licence to use these items belonging to the Client to perform the Services. Upon termination of the Agreement Seema Agarwal shall return to the Client or destroy, at the Client’s option, such documents, software, data or other materials, provided that if the Client does not notify Seema Agarwal of its election within one (1) month following termination, Seema Agarwal shall be entitled to dispose of those items in any reasonably appropriate manner.

21.Intellectual Property indemnity

Subject to the terms of this Agreement Seema Agarwal shall indemnify the Client against any loss, claims, damages or expenses (including reasonable costs) that may be incurred or suffered by the Client in respect of any claim or action that the possession or use of the Deliverables by the Client in the manner envisaged by the Agreement infringes the Intellectual Property Rights of any third party (an “Intellectual Property Infringement”) provided that the Client:
21.1 gives notice to Seema Agarwal of any Intellectual Property Infringement as soon as reasonably practicable on becoming aware of it;
21.2 gives Seema Agarwal the conduct of the defence to and any settlement negotiations in relation to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or attempt to settle or compromise the claim or action without prior consultation with and written consent of Seema Agarwal which shall not be unreasonably withheld or delayed; and
21.3 acts in accordance with the reasonable wishes of Seema Agarwal and gives Seema Agarwal such assistance as Seema Agarwal shall reasonably require in respect of the conduct of the defence.

22.Liability

Neither party excludes or limits liability to the other party for:
22.1 death or personal injury caused by its negligence or that of its subcontractors or agents;
22.2 fraud; or
22.3 breach of the implied terms as to title as set out in section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982.

23.Limitation of liability

Subject always to clause 22, the entire aggregate liability of Seema Agarwal under or in connection with the Agreement, whether for tort (including negligence) misrepresentation, breach of contract, breach of common law or otherwise, shall not exceed one hundred percent (100%) of the fees paid to Seema Agarwal by the Client in any twelve-month period prior to the relevant claim arising.

24.Exclusions

Subject to clause 22 in no event shall Seema Agarwal be liable for:
24.1 indirect, pure economic or consequential loss or damage; or
24.2 expenses or loss of profits; or
24.3 loss of revenue, loss of contracts or loss of opportunity; or
24.4 loss of or damage to goodwill; or
24.5 loss of anticipated savings or opportunity; or
24.6 loss of or loss of use of data and/or corruption of data; or
24.7 business interruption; or
24.8 aggravated, punitive, exemplary and/or special damages; or
24.9 loss or damage incurred by the Client as a result of third party claims; or
24.10 any loss or damage to the extent that it is caused by or results from any use of the Deliverables by the Client in any manner other than that for which they were provided.

25.Severability

If for any reason the exclusion of liability in clause 24 is void or unenforceable, in whole or in part, Seema Agarwal’s total liability for all loss or damage under the Agreement shall be as provided in clause 23. Each of the limitations and exclusions in clauses 23 and 24 is a separate limitation or exclusion which shall apply and survive even if, for any reason, one or other of them is held inapplicable or unreasonable in any circumstances. The limitations and exclusions in this Agreement shall survive any termination or expiry of this Agreement.

26.Insurance

Seema Agarwal shall affect and maintain adequate insurance cover at its own cost with a reputable insurance company to cover the liability accepted by it under the terms of the Agreement and shall, at the Client’s reasonable request, produce reasonable evidence of the insurance policy.

27.Data

The client shall be responsible for IT security in accordance with industry best practices including the ISO27000 Series in connection with the performance of its obligations.

28.Confidentiality

Unless already known or in the public domain or required by law the parties undertake at all times to keep confidential and not to use or to disclose to any third party without the other party’s prior written consent any confidential information supplied by the other party or obtained as a result of the Agreement (or any discussions prior to execution of the Agreement) including all information (in whatever form) relating to the other party’s business, technology and customers and the terms of the Agreement. The parties shall procure that any third party or subcontractor to whom information is disclosed pursuant to the Agreement is made aware of and complies with obligations of confidentiality equivalent to those set out in these terms and conditions.

29.Exceptions

The parties agree that information is not to be regarded as confidential information and that the receiving party will have no obligation with respect to any information which that party can demonstrate:-
29.1 was already known to it and at its free disposal prior to its receipt from the disclosing party;
29.2 was subsequently disclosed to it lawfully by a third party who did not obtain it (whether directly or indirectly) either from the disclosing party or under any obligation of confidence;
29.3 was in the public domain at the time of receipt by the receiving party or had subsequently entered into the public domain other than by reason of the breach of the provisions of this Clause or of any obligation of confidence;
29.4 is disclosed by the receiving party in compliance with a legal requirement of a Government agency or otherwise where disclosure is required by the operation of law, on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.

30.Breach of confidence

Each party shall promptly inform the other if it becomes aware of any breach of confidence by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may institute against such person.

31.Termination – Default

Either party may terminate the Agreement forthwith by notice in writing to the other party where the other Party has committed a material Default and where such Default is capable of remedy has failed to remedy such Default within thirty (30) days of receiving notice specifying the Default and requiring its remedy.

32.Termination – insolvency

Either party may terminate the Agreement forthwith by notice in writing to the other party if the other party is unable to pay its debts as they fall due or if any action, application or proceeding is made with regard to it for:
32.1 a voluntary arrangement or composition or reconstruction of its debts;
32.2 its winding-up or dissolution;
32.3 the appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer;
32.5 any similar action, application or proceeding in any jurisdiction to which it is subject.

33.Duration

Unless terminated earlier the Agreement shall continue until the Services have been fully performed and all fees and expenses have been paid.

34.Consequences of termination

Termination of the Agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue to either party and all provisions which are to survive this agreement or impliedly do so shall remain in force and in effect.

35.Force majeure

Neither party shall be liable for any delay or failure to perform its obligations under the Agreement where such delay or failure is due to circumstances beyond its control (“Force Majeure Event”) provided that as soon as reasonably possible after the start of the Force Majeure Event, the affected party notifies the other party of the Force Majeure Event, the date on which it started, its anticipated duration and the anticipated effect of the Force Majeure Event on the affected party’s ability to perform its obligations.

36.Data Protection

Each party undertakes to the other party to comply with the Data Protection Act 1998 and shall procure that its employees, agents and subcontractors shall observe the provisions of that Act.

37.Third Parties

A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.

38.Notices

Any notice to be given under the Agreement must be in writing and delivered to the registered office address or principal place of business of the party to be served and shall be deemed served two days after despatch by first class post or immediately on delivery if hand delivered.

39.Variation and waiver

No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under the Agreement shall operate as a waiver of such power or right or of any other power or right. Any change to the Agreement shall only be valid if it is in writing and signed by the parties.

40.Personal Agreement

The Agreement is personal to the Client and the Client shall not assign the benefit of or any interest in or subcontract any obligation under the Agreement.

41.Entire Agreement

Except to the extent of any misrepresentation or breach of warranty which constitutes fraud, these terms and conditions and the Statement of Work together constitute the entire agreement between the parties relating to the subject matter of the Agreement.

42.Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with Laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the English Courts.