Terms & Conditions

WEBSITE TERMS AND CONDITIONS for https://centreforteams.com

These terms and conditions govern your use of our website. Our terms have been provided and approved by legal documents provider LegalCentre.co.uk. Please read the terms in full before you use this Website. If you do not accept these terms, please do not use this Website. Using the Website implies that you accept these terms. We do occasionally update these terms so please refer back to them in the future.

1. SITE ACCESS

1.1 You will be able to access the majority of this Website without having to register any details with us. However, particular areas of this Website will only be accessible only if you have registered.

2. USE OF WEBSITE

2.1 You are permitted to use our website for your own purposes and to print and download material from this Website provided that you do not modify any content without our consent. Material on this website must not be republished online or offline without our permission.

2.2 The copyright and other intellectual property rights in all material on this Website are owned by us or our licensors and must not be reproduced without our prior consent.

2.3 Subject to paragraph 2.1, no part of this Website may be reproduced without our prior written permission.

3. SITE UPTIME

3.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefore, we will not be liable if this website is unavailable at any time.

3.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues but shall not be obliged to do so.

4. VISITOR CONDUCT

4.1 With the exception of personally identifiable information, the use of which is covered under our Privacy Policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise to the contrary we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.

4.2 When using this website you shall not post or send to or from this Website any material:

• (a) for which you have not obtained all necessary consents;
• (b) that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom;
• (c) which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

4.3 [We will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this website in breach of Paragraph 4.2.]

5. LINKS TO AND FROM OTHER WEBSITES

5.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk.

5.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions:

• (a) you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;
• (b) you do not misrepresent your relationship with us or present any false information about us;
• (c) you do not link from a website that is not owned by you; and
• (d) your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.

5.3 If you choose to link to our website in breach of Paragraph 5.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.

6. DISCLAIMER

6.1 We take all reasonable steps to ensure that the information on this Website is correct. However, we do not guarantee the correctness or completeness of material on this Website. We may make changes to the material on this Website at any time and without notice. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up to date.

6.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.

7. EXCLUSION OF LIABILITY

7.1 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website), shall be liable or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our website. This exclusion shall include servicing or repair costs and, without limitation, any other direct, indirect or consequential loss, and whether in tort or contract or otherwise in connection with this Website.

7.2 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under the law of the United Kingdom.

STANDARD TERMS OF BUSINESS (Last revised March 2024)

These standard terms of business (“the Terms”) apply to all Programmes of Work (defined below) contracted by The Centre for Teams Limited. All work carried out is subject to these Terms unless changes are expressly agreed by all parties in writing. The Client’s attention is particularly drawn to the provisions of clause 25 (limitation of liability).

DEFINITIONS

In these Terms, the following definitions apply:

The Centre for Teams Limited is a limited liability company incorporated in England and Wales with registered Company Number 05161533. Any reference in these terms to “we”, “us”, “our”, or “Centre for Teams”, is a reference to The Centre for Teams Limited.

The Client is the organisation and/or individual(s) named as such in the Contract details cover sheet overleaf. Any reference in these Terms to “you”, “your” is a reference to the Client.

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures as defined in the Data Protection Legislation.

Centre for Teams Materials all Resources, documents, information, items and materials in any form, whether owned by Centre for Teams or a third party, which are provided by the Centre for Teams to the Client in connection with the Programme of Work.

Client Materials all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Centre for Teams in connection with the Programme of Work.

Client Specific Deliverables the tailored client specific deliverables to be provided by Centre for Teams to the Client as specified in the Contract details cover sheet and/or 1 Proposal as applicable (excluding Centre for Teams Materials).

Creating Adaptable Teams Book means the ‘Creating Adaptable Teams: From the psychology of coaching to the practice of leaders’ practical guide/book by David Webster and any associated literature and material in connection therewith.

Data Protection Legislation:

• To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
• To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Client or Provider is subject, which relates to the protection of personal data

Deliverables any output of the Programme of Work to be delivered by Centre for Teams to the Client as specified in the Contract details cover sheet and/or Proposal as applicable (excluding any Centre for Teams Materials).

EU GDPR the General Data Protection Regulation ((EU) 2016/679).

Intellectual Property Rights patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Resources means:

• 2 the Adaptable Teams framework graphic;
• the Adaptable Teams framework model;
• the Adaptable Teams framework questionnaire (the “Questionnaire”);
• the Adaptable Teams framework assessment process;
• the Creating Adaptable Teams Book;
• and workbooks, resource packs and learning logs, including all updates, releases and versions thereof.

The parties refer to The Centre for Teams Limited and the Client named as such in the Contract details cover sheet.

Month or week refer to a calendar month or week.

Start Date the start date of the Programme of Work as specified in the Contract details cover sheet overleaf.

The Contract the contract between Centre for Teams and the Client for the delivery of the Programme of Work described in the Proposal and Contract details cover sheet in accordance with these Terms.

The Programme of Work is the services/work to be delivered by Centre for Teams to the Client, including the Deliverables, as described in the attached Contract details cover sheet and Proposal, including services which are incidental or ancillary to such services/work.

The Proposal the initial proposal describing the Programme of Work to be provided by The Centre for Teams to the Client, including the initially proposed time scale, description of services, manner of delivery and fees schedule, subject to final agreed terms as set out in the Contract details cover sheet (to the extent applicable)).

UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

BASIS OF THE CONTRACT AND ENGAGEMENT

The Proposal constitutes an offer by Centre for Teams to the Client to purchase the Programme of Work in accordance with these Terms.

In consideration of payment of the fees payable by the Client for the provision of the Programme of Work by The Centre for Teams as set out in the Proposal and Contract details cover sheet, the Client engages The Centre for Teams to provide the Programme of Work and The Centre for Teams agrees to provide the Programme of Work in accordance with the Contract.

The Contract shall commence or be deemed to have commenced on the 3 Start Date of the Programme of Work (“Commencement Date”) and shall continue until completion of the Programme of Work and delivery of the Deliverables, unless terminated earlier in accordance with clause 20 (termination).

The Contract take precedence over and replaces any other agreement previously in place between us and applies to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

We reserve the right to amend the Contract if necessary to comply with any applicable law or regulatory requirement and we shall notify you in any such event.

WORKING WITH YOU

We seek for our work with you to be an enjoyable and successful collaboration. To support this ambition, we shall make commitments to you and shall require you to make commitments to us as follows:

Our commitments to you

1. Our Professional integrity: as we work with you, we will adhere to Centre for Teams’ Principles which are set out in the “Principles” section of our website www.centreforteams.com. We will observe The British Psychological Society (‘BPS”) Code of Ethics and Conduct and The European Mentoring and Coaching Council (“EMCC”) Code of Ethics. Copies of these codes can be downloaded from the BPS and the EMCC websites: www.emccouncil.org. and www.bps.org.uk.
2. We will comply with all applicable laws in relation to our work: in performing our obligations under this Contract we will comply with all applicable laws and regulations from time to time in force in the UK, including to the extent and if applicable any anti-bribery laws, anti-money laundering, modern slavery and equality, diversity and inclusion laws.
3. We shall seek to understand and build trust: we will listen carefully to understand the aspirations of your business/team and the challenges you face. We will reflect back our understanding to ensure alignment. We will confirm the expertise we have to support you before we deliver our advice and recommendations.
4. We shall be responsive: we will endeavour to be available when you need to speak/communicate with us during usual business hours (unless otherwise agreed between us) and if this is not possible, we will let you know quickly when we can next be available.
5. We will act with courage: we will put forward propositions for you/your business/team based upon our expertise and experience of what is likely to generate immediate and sustainable change.
6. We shall not disclose confidential information: where you give us confidential information, we shall preserve its confidentiality, except as required by law or other regulatory, ethical or other professional mandates. Please see clause 39 (confidentiality) for further information.
7. We will respect equality and diversity: we recognise and value diversity in our society. In our work with you we will strive to treat everyone with respect and to avoid discrimination on any grounds. We will endeavour to observe Centre for Teams’ Diversity Statement, a copy of which may be obtained upon request.
8. We will protect your personal data: we will comply with the applicable requirements of the Data Protection Legislation and our own data protection policies in the receipt, use and storage of any personal data about you/your team as set out in Schedule 1. A copy of our other data protection, retention and deletion policies may be obtained upon request.
9. We will be transparent about our fees: we will be clear as to how our fees are calculated. Confirmation of our professional fees and guidelines for any additional charges and expenses likely to be incurred in the Programme of Work are set out in the attached Proposal and Contract. Unless otherwise stated in the Contract, the fees for the Programme of Work shall be calculated on a time and material basis in accordance with our per diem or hourly rates as set out in the Proposal and/or Contract (as applicable).
10. We will be transparent when charging for expenses and other disbursements: we will be clear about what expenses and disbursements we will expect to have reimbursed that are not included in our fees. We will provide copies of receipts for expenses with our invoices. The following provisions will apply unless otherwise agreed in advance:

1) Travel: all travel to and from a meeting/venue will be charged. We will normally charge travel at the standard rate save that to ensure that we are in good shape to deliver our work for you. Where a single journey by train or air travel is in excess of four hours we shall expect to charge the equivalent of business class. Mileage will be charged at the prevailing HM Revenue & Customs approved mileage allowance payment rate (currently 45p per mile). We will confine the use of taxis to situations where public transport is not a 5 viable option or it would otherwise be reasonable to use a taxi - such as when carrying heavy bags, or where to do so reduces the time of the journey considerably.

2) Travel time: we will not normally charge for travel time for work within the UK unless the Client’s choice of venue is a considerable distance from the selected consultant’s home base. In those circumstances, we will agree a fair daily rate with the Client. For work outside the UK we will normally agree a fee for travel time, or an enhanced daily rate to reflect loss of opportunity to undertake other work due to extended travel time. Where a charge for travel time has been agreed, this will be specified in the fees schedule contained in the Proposal and Contract. Travel to a course/programme at a UK venue on the evening prior to the commencement of the event will be at the sole discretion of our consultant(s) (unless an evening event forms part of the agreed chargeable Programme of Work).

3) Subsistence: we will charge for reasonable subsistence expenses (e.g drinks, meals, internet connection) where it is reasonable to do so, such as where a consultant has an extended journey to the venue or the Programme of Work requires the consultant to be away for an extended period.

4) Accommodation and room hire: the Client will bear the cost of accommodation and room hire required for the delivery of the Programme of Work unless otherwise agreed in writing between us in advance.

5) Postage/courier and printing costs: we shall charge for printing materials and any postage or courier at cost.

6) Telephone/video conference or similar charges: Communication will principally be carried out on MS Teams or on Zoom and will not carry any charge. If part of the delivery of work includes formal webinars where special arrangements and particular software is required, there may be a charge, and this will be specified in the Proposal. Should telephone calls be used as the principal medium, we shall endeavour to use an internet connection and retain a cost free environment. If this is not possible, we shall make you aware of this upfront and calls will be charged as an expense and at cost.

7) Cost of instruments/diagnostic tools and other materials: use of instruments such as TMP/MBTI/FIRO B and other diagnostic tools and materials will be agreed in advance and charged for at a rate of 20% above the direct net cost per item incurred by Centre for Teams. We have added the additional 20% to the net cost to reflect the overall cost to Centre for Teams for the time and cost it takes for us to gain accreditation and remain qualified in the instruments and for our continuing professional development that ensures that we are able to deploy such instruments in our work to a high standard of competence.

11. We will invoice in a timely and efficient manner following these protocols:

1) For 1:1 Executive Coaching Programmes and short (3 months or less) Team or Leadership Programmes, we will:

1. before, on or following the Commencement Date deliver an invoice for the total amount of agreed fees for the Programme of Work plus expected expenses and Value Added Tax levied at the prevailing rate; and
2. following completion of the final activity in the Programme of Work, we will deliver a further invoice to account for all actual expenses incurred and any additional fees for additions to the Programme of Work that have been agreed plus Value Added Tax levied at the prevailing rate.

       2) For longer (over 3 months) Team or Leadership Programmes, we will:

1. before, on or following the Commencement Date deliver an initial invoice to cover the key initial phases of the Programme of Work amounting to up to 60% of the agreed fees and anticipated expenses plus Value Added Tax levied at the prevailing rate; and
2. around two months from the date of our initial invoice, we will deliver a second invoice for the balance of the agreed fees plus all additional expenses incurred to date plus Value Added Tax levied at the prevailing rate; and
3. following completion of the final activity of work, we will deliver a final invoice for any additional fees for additions to the Programme of Work that may have been agreed and all remaining expenses that have been incurred plus Value Added Tax levied at the prevailing rate.

3) For extended or re-scoped contracts: from time to time the parties may agree to extend or re-scope the Programme of Work after the Commencement Date. In these circumstances, a revised Programme of Work and fees schedule will be agreed and depending on length of any revised programme, the invoicing procedures for the re- scoped or additional work will follow the provisions of Clause 11.(1) or (2) above for short or longer programmes and agreed between you and us as per clause 37 7 (Variation).

Your commitments to us

12. To be available, to assist in scheduling dates and to keep to dates agreed: we will in particular need you and your team to:

1) make time in your diaries for the Programme of Work to be delivered within the agreed desired time frame; and

2) appoint an appropriately empowered co-ordinator within your organisation to work with our project manager for the effective scheduling of dates; and

3) give the programme the appropriate level of importance; and 4) keep to the dates agreed so far as possible.

13. To be responsive: we will need you and your team to try to be available when we need to speak/communicate with you and if this is not possible, to let us know quickly when you can next be available.
14. To give us feedback: feedback is intrinsic to our Programme of Work with you and forms part of our assessment of return on investment. We therefore expect you to engage in the feedback process. We also encourage you to tell us at other times when we are doing things well and where you need us to make changes, so that we can continue to improve, refine and adapt our services for your benefit and so that we can learn and gain energy from positive feedback.
15. Ensure you provide us with details of your invoicing procedures and any purchase order requirements as soon as possible before or shortly following the Commencement Date.
16. Ensure our invoices are paid within 30 days (or 60 days where specifically agreed): our invoices are normally payable together with Value Added Tax levied at the prevailing rate, within thirty days of the date of the invoice (or 60 days from the date of the relevant invoice where specifically agreed in advance and in writing with us). All amounts due under the Contract shall be paid in full and in cleared funds to a bank account nominated in writing by us from time to time and without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Other provisions that we both agree will govern the Contract between us:

17. Deliverables & Centre for Team Materials: Other than as set out in this Contract, you may not disclose any Centre for Team Materials or Deliverable(s) or make the benefit of the Programme of Work available to anyone else or refer to the contents of the Deliverables, Centre for Team 8 Materials or the findings of our work, except (i) as stated in this Contract, (ii) with our prior written consent on terms to be separately agreed, such as with regards to potentially using any part of the Questionnaire (iii) where required by law or regulation, or (iv) to your group members as long as you tell them, in advance, that we accept no responsibility or liability to them and that no further onward disclosure may be made without our prior written permission.
18. Failure to make payment: if you fail to make payment by the due date as required in accordance with these Terms then, without affecting any other right or remedy available to us, we shall have the right to: (a) suspend the delivery of the Programme of Work; and/or (b) terminate the Contract with immediate effect by giving you written notice and all sums owing to us by you (whether or not invoiced) at that time shall become immediately payable as a debt to us.
19. Late Payment: invoices not paid within 30 days (or 60 days from the date of the relevant invoice where otherwise agreed in writing) of the relevant date of the invoice will accrue interest plus a fixed sum at the rates determined by The Late Payments of Commercial Debts (Interest) Act 1998 (and relevant amending regulations) on the overdue sum from the due date until payment of the overdue sum.
20. Termination of the Contract

1) Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party:

1. 10 weeks’ written notice where the Programme of Work is longer than 3 months’ duration
2. 4 weeks’ written notice where the Programme of Work is less than 3 months’ duration
3. 2 week’s written notice where the Programme of Work is for 1:1 executive coaching

2) Without limiting its other rights or remedies, either party may terminate the Contract immediately by giving written notice to the other party if:

1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so; or
2. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 9 being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 20(2)(b); or
3. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
4. the other party’s financial position deteriorates to such an extent that its capability to fulfil its obligations under the Contract has been placed in jeopardy; or
5. the other party is an individual and the individual dies, or by reason of illness or incapacity (whether mental or physical) is rendered incapable of fulfilling its obligations under the Contract.
6. Suspension of Services/Work: Without affecting any other right or remedy available to it, Centre for Teams may suspend the delivery of the Programme of Work under the Contract or any other contract between the Client and Centre for Teams, if Centre for Teams reasonably believes that the Client is about to become subject to any of the events listed in clauses 20(2)(b)-(e).
7. Consequences of Termination

On termination or expiry of the Contract for any reason:

1) The Client shall immediately pay to Centre for Teams all outstanding unpaid invoices and interest, and in respect of any work delivered but for which no invoice has yet been submitted, Centre for Teams shall submit an invoice, which shall be payable within 7 days of receipt.

2) If applicable, Centre for Teams shall within 7 days credit the Client in respect of work that has yet to be delivered that would stand to be reimbursed in accordance with the cancellation provisions in clause 23.

3) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of the Contract shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

4) Clauses which expressly or by implication survive termination shall continue in full force and effect. 10

23. Cancellation provisions:

Cancellation by the Client: In the event of cancellation by the Client of all of part of the Programme of Work, the Client shall be liable for:

1. all consequential charges and expenses that are imposed on Centre for Teams by any third party which refer to and arise from the Contract, for example but not limited to: cancelled travel costs; accommodation; room hire; printing costs; cost of diagnostic tools; and
2. all agreed fees calculated on a proportional basis as stated below, to compensate for the loss of business and lack of opportunity to mediate that loss with other work of the same or similar value within the cancellation periods:

1) Cancellation of all or part of a Programme of Work for a leadership or team programme:

• Cancellation within 2 weeks of the scheduled delivery date: 100% of agreed fees will be payable
• Cancellation within 4 weeks of the scheduled delivery date: 80% of agreed fees will be payable
• Cancellation within 6 weeks of the scheduled delivery date: 50% of the agreed fees will be payable
• Cancellation with more than 6 weeks of the scheduled delivery date will not incur any fees.

1. Cancellation of all or part of a Programme of Work for a one to one coaching programme:

• Cancellation within 2 working days of the scheduled delivery date: 100% of agreed fees will be payable
• Cancellation within 3 working days of the scheduled delivery date: 80% of agreed fees will be payable
• Cancellation within 5 working days of the scheduled delivery date: 50% of agreed fees will be payable

2) Cancellation by Centre for Teams:

In the event of cancellation of all or part of a Programme of Work by Centre for Teams due to illness of a consultant or any other reason which is unforeseen or beyond its control, Centre for Teams will not be responsible for any consequential losses of the 11 Client for cancelled accommodation or travel or any other liability. In particular, Centre for Teams will not be responsible for any financial, economic or indirect loss incurred by the Client including loss of business, profit, and income or missed opportunities. It is the Client’s responsibility to take out suitable insurance cover to protect its property and business interests. Centre for Teams’ consultants will be selected and agreed with the Client. However, in the event of illness or any other reason affecting the availability of the selected consultant, Centre for Teams reserves the right to substitute a suitable replacement. In the event of cancellation by Centre for Teams due to illness of a consultant or any other reason beyond its control and a suitable replacement is unavailable, then Centre for Teams will reschedule the work as soon as possible after the cancelled date. No fees will be payable to Centre for Teams for the cancelled work or course. The activity from the Programme of Work that has been re-scheduled will be payable at 80% of the agreed fees.

24. Insurance: Centre for Teams has obtained insurance cover in respect of its own legal liability in respect of public & products liability and professional indemnity and malpractice. Centre for Teams shall on reasonable request supply to the Client copies of the relevant insurance policies. The Client is responsible for making its own arrangements for the insurance of its own legal liability under this Agreement.
25. Limitation of liability : the Client’s attention is particularly drawn to this clause

1) Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud, or fraudulent misrepresentation; or
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

2) References to liability in this clause 25 include every kind of liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

3) Centre for Teams will deliver our professional services with reasonable care and skill.

4) Subject to clause 25(1), the parties shall have no liability for any loss of profits, loss or corruption of data or information, loss of anticipated savings, or any indirect, special or consequential loss, costs, damages, charges or expenses arising under or in connection with the Contract. Subject to clause 25(1), in addition to the foregoing, Centre for Teams shall also have no liability for any loss of or 12 damage to goodwill or reputation, loss of sales or business and wasted expenditure.

5) Subject to clause 25(1) and clause 25(4), Centre for Teams total aggregate liability to the Client shall in no circumstances exceed the higher of (a) the total amount of fees paid by the Client under the Contract; or (b) the sum of £20,000 (twenty thousand pounds).

6) You agree that you will not (a) bring any claim in connection with Programme of Work provided to you by Centre for Teams against any of our officers, employees or consultants assigned to a Programme of Work on a personal basis, and (b) agree to indemnify Centre for Teams against any liability to any third party where you have disclosed our advice (including for the avoidance of doubt any Deliverables) or our Customer Materials to them in breach of the Contract.

26. Force Majeure:

For the purposes of these Terms, ‘Force Majeure event’ means an event that is beyond the reasonable control of Centre for Teams including, but not limited to strikes, or other industrial disputes, failure of a utility service or transport network, epidemic, pandemic, act of God, terrorism, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

1) Centre for Teams shall not be in breach of this Contract or liable to the Client as a result of any prevention, delay, failure or hindrance in or performing any of its obligations under this Contract as a result of a Force Majeure event. The time for performance of such obligations shall be extended accordingly.

2) If the Force Majeure event prevents Centre for Teams from delivering the Programme of Work for more than 12 weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract by giving 5 days written notice to the other party.

27. Non-Solicitation. The Client agrees, without the prior written consent of Centre for Teams, not to solicit/recruit or employ either directly or indirectly either full or part time any person who is employed or engaged as a consultant by Centre for Teams in the provision of the work described in the Proposal and/or Contract at any time from the Commencement Date and for one year following termination/expiry of the Contract.
28. Intellectual Property. 13

1) Other than as set out in this clause 28, this Contract does not transfer any interest in Intellectual Property Rights and the Client acknowledges and agrees that Centre for Teams and/or its licensors own all Intellectual Property Rights in the Programme of Work, Client Materials and Deliverables. Except as expressly stated herein, this Contract does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Programme of Work, Client Materials or the Deliverables.

2) In relation to the Deliverables:

1. Centre for Teams and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Client Materials;
2. Centre for Teams grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, revocable licence to copy the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Programme of Work and the Deliverables in its business; and
3. unless otherwise agreed, the Client shall not sub-license, assign or otherwise transfer the rights granted in 28(2)(b) above.

3) Subject to clause 28(1), in relation to any Client Specific Deliverables, unless otherwise agreed in writing between the parties, Centre for Teams assigns to the Client, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Client Specific Deliverables capable of assignment, excluding Centre for Teams Materials.

4) In relation to the Client Materials, the Client:

1. and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
2. grants Centre for Teams a fully paid-up, non-exclusive, royalty free, non-transferable licence to copy and modify the Client Materials for the term of this agreement for the purpose of providing the Programme of Work to the Client.

5) Centre for Teams warrants that the receipt and use of the Programme of Work and the Deliverables by the Client shall not infringe any rights of third parties to the extent that infringement results from copying.

6) The Client warrants that the receipt and use of the Client Materials in the performance of this Contract by Centre for Teams, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party. 14

29. All intellectual rights in “intellectual property” which shall include without limitation all products, materials, designs, processes, know how, plans, models created by The Centre for Teams will be the absolute property of The Centre for Teams unless specifically created on behalf of and for the Client and for the sole use of the Client, when a different agreement may apply. The duplication, resale or delivery to a third party of intellectual property owned and/or created by Centre for Teams by the Client is not permitted unless Centre for Teams has previously granted express written permission.
30. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
31. Entire Agreement. This Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
32. Contracts (Rights of Third Parties) Act 1999 (the “Act”). This Contract does not give rise to any rights under the Act to enforce any term of this Contract. The provisions of the Act are expressly excluded from this Contract.
33. Governing Law/Jurisdiction. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by, and construed in accordance with English Law, and the Courts of England and Wales will have exclusive jurisdiction in relation to any claim or dispute which may arise out of or in connection with the Contract and the parties agree to submit to the jurisdiction of those Courts.
34. Severability. If any provision in the Contract is found to be invalid, illegal or otherwise unenforceable, the validity and enforceability of any other provisions shall not be affected or impaired.
35. Authorised signatory. The Client warrants that it has full power and authority and has obtained all necessary authorities and consents to enter into and perform its obligations under this Contract and such other agreements and arrangements referred to in this Contract. The Client further warrants that: (a) it has full capacity to enter into this Contract; (b) this Contract is executed by a duly authorised representative of the Client; and (c) its representatives shall be authorised to carry out the matters for which they are responsible for as set out in this Contract and contractually bind the Client on matters relating to the Contract. 15
36. Assignment and other dealings. Neither party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the other party's prior written consent (not to be unreasonably withheld, delayed or conditioned).
37. Variation. Other than as set out in this Contract, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
38. Internet communication. Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their dispatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks associated with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received.
39. Confidentiality.

1) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, Intellectual Property Rights, assets, affairs, customers, clients or suppliers of the other party (including for the avoidance of doubt the Client Materials and Centre for Teams Materials), except as permitted by this clause.

2) Each party may disclose the other party's confidential information:

1. 1. 1. to its employees, officers, representatives, contractors, subcontractors or professional advisers (“Recipients”) who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its Recipients to whom it discloses the other party's confidential information comply with this clause 39; and
      2. as may be required by law, regulation, professional ethics/principles, a court of competent jurisdiction or any governmental or regulatory authority.

3) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

40. Notice.

1) Any notice given to a party under or in connection with this Contract shall be in writing and shall be:

1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); and
2. sent by email to the addresses as set out in the Contract (or an address substituted in writing by the party to be served).

2) Any notice shall be deemed to have been received:

9. Conflict.

The Contract between the Client and Centre for Teams for the delivering of the Programme of Work is made up of the following:

1. The Contract details cover sheet;
2. The Proposal; and
3. These Terms.

If there is any conflict or ambiguity between the terms of the documents listed in clause 41(1), a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

Schedule 1- Data Protection 1. 1.1 1.2 1.3 1.4

1. DATA PROTECTION:

1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, in respect of the Personal Data, the Client is the Controller and Centre for Teams is the Processor. Appendix 1 sets out the scope, nature and purpose of processing by Centre for Teams, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.3 Without prejudice to the generality of paragraph 1.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Data to Centre for Teams for the duration and purposes of this Contract so that Centre for Teams may lawfully use, process and transfer the Personal Data in accordance with this Contract on the Client's behalf and the Client shall defend, indemnify and hold harmless Centre for Teams against all claims, requests, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's breach of its obligations in this paragraph 1, provided that:

1.3.1 the Client is given prompt notice of any such claim;

1.3.2 Centre for Teams provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and

1.3.3the Client is given sole authority to defend or settle the claim, provided it does so diligently.

1.4 Without prejudice to the generality of paragraph 1.1, Centre for Teams shall, in relation to any Personal Data processed in connection with the performance by Centre for Teams of its obligations under this Contract:

1.4.1 process that Personal Data only on the documented written instructions of the Client unless Centre for Teams is required by domestic law (where “domestic law” means the UK Data Protection Legislation and any other law that applies in the UK) to otherwise process that Personal Data. Where Centre for Teams is relying on domestic law as the basis for processing Personal Data, Centre for Teams shall promptly notify the Client of this before performing the processing required by the domestic law unless domestic law prohibits Centre for Teams from so notifying the Client;

1.4.2 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

1.4.3 not transfer any Personal Data to a third party outside of the UK unless the following conditions are fulfilled:

1.4.3.1the Data Subject has enforceable rights and effective legal remedies;

1.4.3.2 the Client or Centre for Teams has provided appropriate safeguards in relation to the transfer; and

1.4.3.3 Centre for Teams complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

1.4.4 assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

1.4.5 notify the Client without undue delay on becoming aware of a Personal Data Breach;

1.4.6 at the written direction of the Client, delete or return (to the extent technically and reasonably possible) relevant Personal Data and copies thereof to the Client on termination of the Contract unless required by domestic law to store the Personal Data; and

1.4.7 maintain complete and accurate records and information to demonstrate its compliance with this paragraph 1 and allow, on prior written notice and no more than once per year, for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of Centre for Teams, an instruction infringes the Data Protection Legislation.

1.5 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

1.6 The Client hereby consents to the appointment of all third-party processors of Personal Data that have been appointed by Centre for Teams as of the date of signing this Contract in order to assist Centre for Teams in complying with its obligations as a processor under this agreement (each, a “Sub Processor”). Centre for Teams confirms that it may only appoint additional Sub-Processors if the Client provides Centre for Teams with its consent prior to each such appointment. Where such consent is not provided, either party may terminate this agreement on 30 days’ written notice to the other. Centre for Teams has, or as the case may be, will enter into written agreements with each Sub-Processor that it appoints incorporating terms which are substantially similar to those set out in this paragraph 1.6 and which Centre for Teams confirms reflect and will continue to reflect the applicable requirements of the Data Protection Legislation. As between Centre for Teams and the Client, Centre for Teams shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this paragraph 1.6.

Appendix 1 - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Scope and purpose of processing

Centre for Teams will process the Personal Data in order to provide the Programme of Work to the Client in accordance with the Contract.

Nature

Storage, processing and transfer of the Personal Data for the purposes of providing the Programme of Work to the Client in accordance with the Contract.

Duration of the processing

Centre for Teams will process the Personal Data for the term of this Contract and as necessary thereafter solely as required by the Data Protection Legislation and any applicable laws and regulations.

Types of personal data

Names, surnames, job titles, telephone numbers, job title and e-mail address.

Categories of data subject

The Client’s, officers, employees, consultants, contractors and sub-contractors.

OUR DETAILS

Our business’s name is: The Centre for Teams Ltd
Our business address is: 1 Park Road, Hampton Wick, KT1 4AS, United Kingdom
Our contact details are: 020 4538 9923
E-mail: info@centreforteams.com