Terms of Business

1 Definitions

In these Terms of Business, the following words shall have the meanings set out below unless the context requires otherwise:

2 General

All contracts for the performance of the Works by the Company are made subject to these Terms of Business, which supersede any earlier sets of conditions issued by the Company.

Any stipulations or conditions in the Customer's purchase order or other document which conflict with, qualify or negate these Terms shall be deemed inapplicable unless expressly agreed in writing by a Director of the Company. No other employee, consultant or agent of the Company has authority to alter these Terms in any way.

Commissioning the Company to commence the Works — whether by written order, email confirmation, verbal instruction or payment — shall itself constitute acceptance of these Terms where acceptance has not previously been communicated.

These Terms apply to all Works whether delivered in-house at the Customer's premises, at a third-party venue or virtually via any online platform.

3 Quotations

All quotations issued by the Company are available for acceptance for a maximum period of 30 days from the date of issue, unless expressly stated otherwise in writing. The Company reserves the right to withdraw or amend a quotation within that period by written or oral notice.

A quotation does not constitute a binding contract until the Customer has confirmed acceptance in writing and the Company has confirmed the booking. The Company reserves the right to decline a booking at its discretion.

Where the scope of the Works changes following acceptance of a quotation, the Company reserves the right to issue a revised quotation reflecting the amended scope. The Customer's approval of the revised quotation will be required before the additional work is undertaken.

4 Price & VAT

All prices quoted by the Company are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the rate applicable at the time of invoice.

Unless otherwise agreed in writing, quoted prices are also exclusive of the following, which will be charged in addition at cost:

• Travel costs to and from the Customer's premises or agreed venue
• Accommodation and subsistence where an overnight stay is required
• Printing and production costs for bespoke training materials
• Third-party costs such as venue hire, profiling licences or assessment tools where not included in the quotation

The Company will agree any anticipated additional costs with the Customer in advance wherever practicable.

5 Payment Terms

Unless a credit facility has been granted to the Customer in writing by the Company, the following payment terms apply:

Standard payment

Payment is due in full prior to the commencement of the Works. The Company will issue an invoice upon receipt of a written order or booking confirmation. The Works will not be confirmed or scheduled until payment has been received in full.

Accepted payment methods

Credit facility customers

Where the Customer has been granted a credit facility in writing by the Company, payment shall be made in full within 30 days of the date of the Company's invoice. The Company reserves the right to invoice upon completion of the Works or at any agreed stage during the Works.

Late payment

In the event of default in payment by the Customer, the Company shall be entitled without prejudice to any other right or remedy to:

• Suspend all further performance of the Works and any other contracts between the Company and the Customer
• Charge interest on the outstanding amount at the rate of 4% above the Bank of England base rate from time to time in force, calculated from the date payment was due until the date of actual payment
• Recover reasonable debt recovery costs incurred in pursuing the outstanding amount

6 Cancellation by the Customer

Cancellations must be made in writing by email to training@elevateimpacttraining.com. Verbal cancellations must be confirmed in writing within 2 Working Days to be effective. The date of cancellation shall be the date the written confirmation is received by the Company.

The following cancellation charges will apply based on the notice period given:

Where bespoke materials have already been designed and produced by the Company prior to cancellation, the Company reserves the right to charge for the reasonable cost of those materials regardless of the notice period given.

Cancellation by the Company

The Company reserves the right to cancel or postpone the commencement of the Works in exceptional circumstances. In such cases, the Company's liability shall be limited to a refund of any fees paid by the Customer in respect of the cancelled Works. The Company will provide as much notice as is reasonably practicable and will use all reasonable endeavours to offer alternative dates.

7 Postponement by the Customer

A request to postpone confirmed Works to a later date must be made in writing by email to training@elevateimpacttraining.com and is subject to the Company's agreement and availability.

The following postponement charges apply:

Each booking may be postponed on one occasion only without additional charges beyond those stated above. A second postponement of the same booking will be treated as a cancellation and the charges set out in Clause 6 will apply.

8 Transfers & Substitutions

The Customer may transfer a confirmed booking to an alternative programme or date. Transfers must be requested in writing by email and are subject to the Company's availability. Transfers requested with more than 5 Working Days notice will be accommodated at no additional charge wherever possible.

The Customer may substitute one Delegate for another without charge and without prior notice, provided the substitution is communicated to the Company before the commencement of the Works. Substitutions on the day of delivery should be notified to the trainer at the earliest opportunity.

Non-attendance by a Delegate without prior written notification will be treated as a cancellation on the day and the charge set out in Clause 6 will apply for that Delegate's place.

9 Minimum Delegate Numbers

Where a programme has been quoted on the basis of a specified number of delegates, that number forms part of the contract. The quoted price will be invoiced regardless of the actual number of delegates who attend on the day, unless the Company has agreed a revised delegate number in writing before commencement.

Where the Customer wishes to increase the number of delegates beyond the agreed number, this must be agreed with the Company in writing at least 5 Working Days before commencement. The Company reserves the right to adjust the price to reflect any additional preparation, materials or logistical requirements arising from an increase in delegate numbers.

10 Virtual Delivery

Where the Works are to be delivered virtually via an online platform (including but not limited to Microsoft Teams or Zoom), the following conditions apply:

• The Customer is responsible for ensuring that all participating Delegates have access to a suitable device, a reliable internet connection and the required platform software or application prior to the session
• The Company will provide joining instructions and platform details in advance. It is the Customer's responsibility to distribute these to all Delegates
• Technical difficulties experienced by individual Delegates or arising from the Customer's systems, network or devices shall not entitle the Customer to a refund, reschedule or reduction in fees
• The Company will make all reasonable endeavours to resolve technical issues arising on its own side and will offer a rescheduled session where the Company is unable to deliver the full programme as a result of technical failure on its part
• The Customer must not record, broadcast or otherwise capture any part of the virtual session without the prior written consent of the Company and of all participating Delegates

11 Intellectual Property

All training materials, programme structures, frameworks, methodologies, tools, exercises, presentations, handouts and other content created by the Company in connection with the Works — whether created specifically for the Customer or pre-existing — remain the sole intellectual property of the Company.

This includes, without limitation, the FIND™ questioning framework and all other proprietary development frameworks and methodologies owned by the Company.

The Customer is granted a non-exclusive, non-transferable licence to use the materials delivered as part of the Works solely for the internal training and development purposes for which they were provided. This licence does not permit the Customer to:

• Reproduce, copy or distribute the materials to third parties outside the Customer's organisation
• Use the materials to deliver training to external clients or other organisations
• Adapt, modify or create derivative works based on the materials without the Company's prior written consent
• Remove or obscure any copyright notices, branding or attribution from the materials
• Sell, licence or otherwise commercially exploit the materials in any form

Where the Customer provides materials, data, information or content to the Company for incorporation into bespoke training materials, the Customer warrants that it has the right to provide such materials and that their use by the Company will not infringe any third-party intellectual property rights.

12 Confidentiality

Both parties acknowledge that in the course of the Works they may receive or have access to confidential information belonging to the other party, including but not limited to business strategies, commercial information, personnel data, financial information and proprietary methodologies.

Each party agrees to:

• Hold the other party's confidential information in strict confidence
• Use the confidential information solely for the purposes of the Works
• Not disclose the confidential information to any third party without the prior written consent of the disclosing party
• Take reasonable steps to protect the confidential information from unauthorised disclosure

This obligation of confidentiality shall survive the termination or completion of the Works and shall continue for a period of 3 years thereafter, except where the information becomes publicly available through no fault of the receiving party, or where disclosure is required by law or regulation.

In the context of coaching and development work, the Company will maintain appropriate professional confidentiality in respect of information disclosed by individual Delegates or coachees during sessions, consistent with its professional obligations and the ethical frameworks applicable to coaching practice.

13 Data Protection

Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable data protection legislation in force from time to time.

Where the Customer provides the Company with personal data relating to Delegates or other individuals in connection with the Works — including names, job titles, contact details or any information shared in the context of training or coaching — the Company will process such data as a data processor acting on the Customer's instructions, or as a data controller in its own right where applicable, in accordance with its Privacy Policy available at elevateimpacttraining.com/privacy-policy.

The Customer warrants that it has the necessary authority to provide the personal data of Delegates and other individuals to the Company and that all such data has been collected lawfully.

14 Liability

The Company will perform the Works with reasonable care and skill and in accordance with good professional practice. The Company's liability to the Customer is subject to the following limitations:

• Nothing in these Terms shall exclude or limit the Company's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by English law
• Subject to the above, the Company's total liability to the Customer in connection with the Works — whether in contract, tort (including negligence) or otherwise — shall not exceed the total fees paid by the Customer for the Works giving rise to the claim
• The Company shall not be liable to the Customer for any indirect, consequential, special or incidental loss or damage, including but not limited to loss of profit, loss of business, loss of revenue, loss of anticipated savings or loss of goodwill, whether or not such loss was foreseeable or the Company had been advised of its possibility

The Company does not guarantee specific business outcomes from participation in any training, coaching or development programme. The application and implementation of learning is the responsibility of the Customer and its Delegates.

15 Non-Solicitation

The Customer agrees that, without the Company's prior written consent, it shall not — during the term of any engagement with the Company or for a period of 12 months from the date of the final Works delivered under any contract — directly or indirectly:

• Solicit, entice or approach any employee, consultant or associate trainer of the Company with a view to engaging or employing them independently
• Employ or engage any such person other than through the Company
• Commission or procure training, coaching or development services from any such person in competition with the Company

A breach of this clause shall entitle the Company to seek damages and/or injunctive relief as it considers appropriate.

16 Force Majeure

Neither party shall be in breach of these Terms or liable for any failure or delay in the performance of its obligations where such failure or delay arises from circumstances beyond its reasonable control, including but not limited to:

• Acts of God, extreme weather events, natural disasters or pandemic
• Acts or omissions of government or regulatory authorities
• Industrial action, strikes or lockouts not involving the Company's own workforce
• Failure of public or private telecommunications networks
• Fire, flood, explosion or other emergency at the delivery venue
• Travel disruption preventing the Company's trainer from reaching the agreed venue

The party affected by a force majeure event shall notify the other party as soon as reasonably practicable and shall take all reasonable steps to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected Works by written notice without liability, save that the Customer shall pay for any Works already delivered up to the date of termination.

17 Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or the Works, the parties agree to attempt to resolve the matter informally in the first instance. The party raising the dispute should contact the Company in writing at training@elevateimpacttraining.com, setting out the nature of the dispute and the resolution sought.

The Company will respond within 10 Working Days and the parties will use reasonable efforts to reach an agreed resolution within 20 Working Days of the dispute being raised.

If the dispute cannot be resolved through direct negotiation, the parties may agree to refer the matter to a mutually acceptable mediator before commencing formal legal proceedings. The costs of mediation shall be shared equally unless otherwise agreed.

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts.

18 Notices

Any notice required to be given under these Terms shall be in writing and may be delivered by:

• Email to the address provided by either party — deemed served on the next Working Day after sending, provided no delivery failure notification is received
• Pre-paid recorded delivery letter to the registered address of the Company or the Customer's registered business address — deemed served 48 hours after posting

Notices to the Company should be addressed to: training@elevateimpacttraining.com or to The Academy for Training and Coaching Ltd, Didsbury, Manchester.

19 Waiver

Failure or neglect by the Company to enforce any provision of these Terms at any time shall not be construed as a waiver of the Company's rights, nor shall it in any way affect the validity of these Terms or prejudice the Company's right to take subsequent action.

No express waiver shall be effective unless made in writing signed by a Director of the Company, and any such waiver shall operate only in respect of the specific breach in question and shall not constitute a waiver of any subsequent or future breach.

20 Governing Law

These Terms of Business and all contracts for the performance of the Works shall be governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms or the Works.