FLOURISH COACHING, TRAINING AND DEVELOPMENT LTD
TERMS AND CONDITIONS
1. APPLICATION
1.1 These terms and conditions (the Terms and Conditions) shall apply to the provision of the Coaching and Training by Flourish Coaching, Training and Development Ltd to the Customer.
2. INTERPRETATION
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement: these Terms and Conditions and the signed Contract for Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Flourish: the Flourish Coaching, Training and Development Ltd entity stated in the Contract for Services.
Charges: the charges payable by the Customer for the Coaching or Training in accordance with clause 6 (Charges and payment).
Contract for Services: The document sent by Flourish to Customer, following an indication by Customer that it wishes to obtain Coaching or Training services from Flourish, setting out the details of the Coaching or Training to be provided and the basis upon which Flourish proposes to provide them.
Delegate(s): an individual or representative scheduled by the Customer to attend the Coaching or Training.
Customer: the person, firm or organisation who purchases the Coaching or Training from Flourish.
Customer Data: the data provided by the Customer for the purpose of facilitating the Coaching or Training.
Data Protection Legislation: means:
(a) The General Data Protection Regulation (GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(b) any other legislation in force from time to time relating to privacy and/or the Processing of Personal Data and applicable to the provision and receipt of Coaching or Training under these Terms and Conditions; and
any statutory codes of practice issued by the Information Commissioner in relation to such legislation.
In-House: Coaching or Training provided by Flourish at the Customer’s premises for the Customer’s Delegates.
Personal Data: has the meaning given to it in the Data Protection Legislation.
Processing: has the meaning given to it in the Data Protection Legislation.
Public: Coaching or Training provided by Flourish at a physical location or online for all Customers and Delegates.
Coaching: the Coaching, either In-house or Public, to be supplied by Flourish to the Customer as described in the Contract for Services.
Training: the Training, either In-house or Public, to be supplied by Flourish to the Customer as described in the Contract for Services.
Training Materials: any materials or documents provided by Flourish as part of the Coaching or Training.
2.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
3. BASIS OF THESE TERMS AND CONDITIONS
3.1 These Terms and Conditions shall come into effect upon receipt by Flourish of an electronic or hard copy of the Contract for Services signed by the Customer, at which point these Terms and Conditions shall be deemed incorporated into the Contract for Services.
3.2 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.3 Any Contract for Services is only valid for acceptance for a period of 30 calendar days from its date of issue.
4. SUPPLY OF THE COACHING AND TRAINING
4.1 Flourish shall use reasonable endeavours to supply the Coaching and/or Training to the Customer in accordance with these Terms and Conditions in all material respects but reserves the right to change the course content at any time and without notice.
4.2 Flourish shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.
4.3 Flourish reserves the right to amend the Agreement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Coaching or Training, and Flourish shall notify the Customer in any such event.
4.4 Notwithstanding the above sub-clauses, Flourish reserves the right to cancel Coaching or Training at any time, without incurring additional liability to the Customer or any Delegates. In such circumstances, Flourish will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
5.1.1 co-operate with Flourish in all matters relating to the Coaching or Training;
5.1.2 provide Flourish, its employees, agents, consultants and subcontractors, with any information which may reasonably be required by Flourish in the organisation of the Coaching or Training, including, but not limited to, details in respect of the Delegate(s) and ensure that such information is complete and accurate in all material respects; and
5.1.3 where Coaching or Training is being delivered at its premises, provide Flourish with (i) access, coaching/training space and any equipment necessary for the delivery of the Coaching or Training; and (ii) such facilities as are reasonably notified to the Customer in advance.
6. CHARGES AND PAYMENT
6.1 All charges for Coaching and/or Training will be stated in the Contract for Services.
6.2 Unless otherwise stated in the Contract for Services, the Customer shall pay any invoice submitted by Flourish within 30 calendar days of the date of the invoice, to a bank account provided on the invoice by Flourish.
6.3 Failure by the Customer to pay any Charges when they fall due may (at Flourish’s discretion) result in Flourish ceasing to provide Coaching or Training.
7. CANCELLATION
7.1 The Customer may cancel Public or In-House Coaching or Training on 30 calendar days’ notice to Flourish. Cancellations must be provided by email to the Flourish Administration Executive at admin@flourishltd.com. Coaching or Training may not be cancelled or rescheduled within 30 days of the start date of the Coaching or Training without prior agreement from Flourish.
7.2 Coaching and Training may only be cancelled by the Customer in accordance with this clause 7. If a Customer or Delegates fail to attend all or part of any Coaching or Training, full payment of the Charges shall be required.
7.3 If a refund is approved by Flourish, it will be made through the original mode of payment only.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in or arising out of or in connection with the Coaching or Training, including any associated Coaching or Training Materials shall be owned by Flourish.
8.2 No reproductions, scans or copies (wholly or in part) shall be made of the Coaching or Training Material without the prior written consent of Flourish.
9. CUSTOMER DATA
9.1 As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data.
9.2 The Customer grants Flourish an irrevocable, unlimited and royalty-free licence to use the Customer Data provided to Flourish for the purposes of providing the Coaching or Training.
9.3 Each party warrants that for the purposes of this Agreement it:
9.3.1 shall comply with the provisions of the Data Protection Legislation, including without limitation that it:
(a) shall use Personal Data in accordance with the permissions or consents obtained from the data subjects (as defined in the Data Protection Legislation) or otherwise in accordance with the Data Protection Legislation;
(b) shall communicate to the other party the terms of any permissions or consents obtained from the data subjects;
(c) shall have in place appropriate technical and organisational security measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and shall take all reasonable steps to ensure the reliability of its personnel who have access to such Personal Data and to impose obligations of confidentiality upon such personnel and to ensure that such personnel are aware of their responsibilities under the Data Protection Legislation;
(d) shall not transfer Personal Data outside the European Economic Area save in accordance with the Data Protection Legislation;
(e) shall comply with any request or notice it receives from a data subject in its capacity as a data controller;
9.3.2 shall upon request provide such assistance as is reasonably necessary to the other party to enable that party to comply with its obligations as a data controller (as defined in the Data Protection Legislation);
9.3.3 shall inform the other party as soon as reasonably practicable of the discovery of any actual or suspected data-breach relating to the Processing of Personal Data in connection with this Agreement;
9.3.4 shall, except to the extent prohibited by applicable law, inform the other party upon receipt of a complaint from a data subject or if approached by any regulatory body in connection with its compliance with the Data Protection Legislation in connection with this Agreement;
9.3.5 shall, except to the extent prohibited by applicable law, consult the other party in good faith as to the timing, manner and content of any response to a complaint from a data subject or approach by any Regulatory Body in connection with compliance with the Data Protection Legislation in connection with the Agreement.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including, but not limited to, liability for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; and
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
10.2.1 Flourish shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, misinterpretation, restitution or otherwise for any loss of profits, loss of business, loss of income, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising;
10.2.2 Flourish's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, misinterpretation, restitution or otherwise, arising in connection with the Agreement shall be limited to the total Charges paid for the Training.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
10.4 This clause 10 shall survive termination of the Agreement.
11. CONFIDENTIALITY
11.1 Each party may be given access to confidential information from the other party in order to perform its obligations under the Agreement. A party's confidential information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4 is independently developed by the other party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.3, each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of the Agreement.
11.3 A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.4 The Customer acknowledges that its information may be used by Flourish on an anonymous basis without limitation including compiling and publishing reports.
11.5 The above provisions of this clause 11 shall survive termination of the Agreement, however arising.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;
12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, Flourish may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Agreement:
13.1.1 the Customer shall return any of the Coaching and/or Training Materials which have not been fully paid for; and
13.1.2 any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.2 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
Flourish shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Flourish or any other party), failure of a utility service or transport or telecommunications network, act of God, 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15. VARIATION
Subject to clause 4.3, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. WAIVER
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. SEVERANCE
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
18. ENTIRE AGREEMENT
18.1 The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
19. ASSIGNMENT AND SUBCONTRACTING
19.1 The Customer shall not, without the prior written consent of Flourish, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in Flourish's sole discretion.
19.2 BSI may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. THIRD PARTY RIGHTS
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. NOTICES
22.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
22.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent email shall be deemed to have been received at the time of transmission (as shown by the time sent in respect of an email).
23. GOVERNING LAW
The Agreement 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 the law of England and Wales.
24. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
October 2021
FLOURISH COACHING, TRAINING AND DEVELOPMENT LIMITED
UK PRIVACY POLICY
Flourish Coaching, Training and Development Limited ("We") are committed to protecting and respecting your privacy.
This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. By visiting www.flourishltd.com or working with us in person or by virtual means you are accepting and consenting to the practices described in this policy.
For the purpose of the General Data Protection Regulation (“GDPR”) the data controller is Flourish Coaching, Training and Development Limited (company no. 12080035)
INFORMATION WE COLLECT FROM YOU
We will collect and process the following data about you:
Information you give us. This is information about you that you give us by filling in forms, sending emails, telephone conversations and any recordings audio and/or visual, formally and informally that enable us to work together. We collect this from you directly and in discussion with you. It includes information you provide when you fill in our contact form online or enter any promotions or complete surveys including through social media.
Information we collect about you.
Information about our work together, notes taken, any recordings and any follow-up communications.
Information we receive from other sources. Occasionally we work with third parties including, for example, business partners, consultants, sub-contractors in technical, marketing providers, digital providers. We will notify you when we receive information about you from them and the purposes for which we intend to use that information if we intend to use that information other than to carry out our obligations arising from any contract entered into between you and us.
USES MADE OF THE INFORMATION
We use information held about you in the following ways:
Information you give to us, whether on-line or off-line. We will use this information:
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to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information and services that you request from us;
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to provide you with information about other services we offer that are similar or compliment the services that you have already purchased or enquired about;
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we will only contact you by electronic means (e-mail or SMS) with information about services similar or complimentary to those which were the subject of a previous sale or negotiations of a sale to you.;
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to notify you about changes to our service;
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to monitor our quality processes and procedures ensuring we are giving the best service we can
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to ensure that content from us is presented in the most effective manner for you.
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Information we collect about you. We will use this information:
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to improve our services and ensure that content is presented in the most effective manner for you;
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to measure or understand the effectiveness of our advertising/marketing and to deliver relevant advertising/marketing to you;
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to make suggestions and recommendations to you and other users about our services that may interest you or them.
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Information we receive from other sources. We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending
on the types of information we receive) and to carry out our obligations arising from any contract entered into between you and us.
DISCLOSURE OF YOUR INFORMATION
You agree that we have the right to share your personal information with:
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Any member of Flourish and any relevant contractor/consultant working on our behalf to fulfil our services to you as agreed
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Selected third parties including:
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business partners, suppliers and sub-contractors for the performance of any contract we enter into with you;
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our marketing providers to help our marketing providers reach the kind of audience we want to target;
We will disclose your personal information to third parties:
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In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.
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If Flourish Coaching, Training and Development Limited has their assets acquired by a third party, in which case personal data held by us about its customers will be one of the transferred assets.
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In connection with any audit of our accounts or in connection with obtaining legal or other professional advice from advisers who are under obligations of confidentiality to us.
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If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or terms and conditions of supply and other agreements; or to protect the rights, property, or safety of Flourish Coaching, Training and Development Limited, our customers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
STORAGE OF YOUR PERSONAL DATA
All information you provide to us is stored and processed on our secure sites/servers.
shall not transfer Personal Data outside the European Economic Area save in accordance with the Data Protection Legislation. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy and the GDPR.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
In order to comply with our tax obligations and our contractual obligations to our insurers we may retain some or all of the personal data we hold about you for up to seven years.
YOUR RIGHTS
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes.
You also have the right to
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access the data we hold about you,
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for any data we hold about you to be rectified,
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in some circumstances for any data we hold about you to be erased,
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to request that we limit the way in which we process the data we hold about you,
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require us to transfer any data we hold about you to you.
You can exercise your right to prevent such processing by contacting Lainy Russell, lainy@flourishltd.com
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
CHANGES TO OUR PRIVACY POLICY
Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.
THE INFORMATION COMMISSIONER
Guidance about the GDPR and the rules about the collection, storage and use of personal data is provided on the website of the Information Commissioner at ico.org.uk who you can contact if you have any complaints about our website or our use of your personal data if we have not first been able to resolve any such complaint.
CONTACT
Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to admin@flourishltd.com
October 2021