TERMS & CONDITIONS

Latest update published on 29th November 2019.

You’ll find here the details of the Terms & Conditions related to our Website, www.talentcourtyard.com, and any of our events and activities. Please read these carefully.

WHO WE ARE AND HOW TO CONTACT US

Talent Courtyard supports urban citizens of the world to break everyday routines and inspire a renewed sense of purpose, growth and adventure through workshop-based retreats and unique well-being and team-building activities.

Each of our events is specifically designed to provide all kinds of professionals the guidance and support necessary to effectively navigate their professional and personal well-being.

www.talentcourtyard.com (the “Website”) is owned and operated by Talent Courtyard LTD.

We are registered in England and Wales under registration number 12200750, and our registered office is at 161 Forest Road, E17 6HE, London, UK.

You can contact us by e-mail, at contact@talentcourtyard.com.

WEBSITE TERMS AND CONDITIONS

BY USING OUR SITE YOU ACCEPT THE BELOW TERMS

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
You must be at least 16 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 16 years of age.
In certain circumstances, for example community sessions or when providing activities in school environments where participants may be under this age, agreements and safety checks will be made with the responsible guardians/ responsible body to ensure safe, quality and fully vetted delivery.

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
These terms of use refer to the following additional terms, which also apply to your use of our site:

If you purchase services from our site or work with us as a subcontractor, other terms of business will apply, which you will be asked to agree to in addition to these website terms.

WE MAY MAKE CHANGES TO OUR SITE
We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities.

WE MAY SUSPEND OR WITHDRAW OUR SITE
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at contact@talentcourtyard.com.

HOW YOU MAY USE MATERIAL ON OUR SITE
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. © 2019 Talent Courtyard.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You are not permitted to use them without our approval, unless you have our prior written consent.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE
The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.

USER-GENERATED CONTENT IS NOT APPROVED BY US
This website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS
If you wish to complain about content uploaded by other users please contact us on contact@talentcourtyard.com.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

WHETHER YOU ARE A CONSUMER OR A BUSINESS USER:
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in the individual terms and conditions that apply to you in the context of the business terms we enter into with you.

IF YOU ARE A BUSINESS USER:
We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or
  • use of or reliance on any content displayed on our site.

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

IF YOU ARE A CONSUMER USER:
Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

HOW WE MAY USE YOUR PERSONAL INFORMATION
We will only use your personal information as set out in our PRIVACY POLICY.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
If you wish to link to or make any use of content on our site other than that set out above, please contact contact@talentcourtyard.com.

ENGLISH LAW APPLIES TO ANY OF OUR DISPUTES
If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

BUSINESS CUSTOMERS
TERMS AND CONDITIONS FOR THE SUPPLY OF OUR SERVICES

Between Talent Courtyard LTD and the supply of services to a Business Customer.

PARTIES TO THE AGREEMENT
These Conditions, together with any and all other documents referred to herein, set out the terms on which we provide our Services to Business Customers. Please read these Conditions carefully and ensure that you understand them before purchasing any Services from us. You will be required to accept these Conditions when ordering our Services. If you do not agree to comply with and be bound by these Conditions, you will not be able to purchase our Services.

Use of our Website is subject to our WEBSITE – TERMS & CONDITIONS. Please ensure that you have read them carefully and that you understand them.

The Website is owned and operated by Talent Courtyard LTD (the “Supplier”).

We are registered in England and Wales under registration number 12200750, and our registered office is at 161 Forest Road, E17 6HE, London, UK.

All personal information that we may collect from you will be collected, used and held in accordance with our PRIVACY POLICY.

  1. INTERPRETATION
    • DEFINITIONS In these Conditions, the following definitions apply:
      • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      • Charges: the charges payable by the Customer for the supply of the Services purchased via our Website in accordance with the “Charges and Payment” clause below.
      • Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
      • Contract: the agreement and contract between the Supplier and the Customer for the supply of Services purchased via our Website or through written agreement in accordance with these Conditions and any other terms referred to herein.
      • Customer: the person or firm (or business, employer, workplace) who purchases Services from the Supplier. For example this may be a Managing Director, HR representative, Well-being Lead, People Lead, or even a Team Member.
      • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
      • Order: the Customer’s order for Services as set out via our Website.
      • Services: well-being services, supplied by certified Subcontractors on behalf of the Supplier to the Customer in accordance with the Order.
      • Website: the website at www.talentcourtyard.com
      • Construction: In these Conditions, the following rules apply:
        • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
        • a reference to a party includes its personal representatives, successors and permitted assigns;
        • a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;
        • any obligation on a party not to do something includes an obligation not to allow that thing to be done;
        • any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
        • a reference to writing or written includes faxes and e-mails.
  1. BASIS OF CONTRACT
    • Customers may only purchase Services through the Website if they are at least 16 years of age.
    • The Website or one of the Supplier’s employees in written communication will guide the Customer through the Order process (“Apply Now”). The Order constitutes a written offer by the Customer to purchase Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when the Supplier issues an e-mail confirmation of the Order (following verification by the Supplier of the Customer’s e-mail address, such confirmation to generally occur within 24 hours), at which point and on which date the Contract shall come into existence.
    • The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
    • Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract 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.
    • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 days from its date of issue.
  1. SUPPLY OF SERVICES
    • The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
    • The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.
    • The Supplier shall have the right to make any changes to Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  1. CUSTOMER’S OBLIGATIONS
    • The Customer shall:
      • ensure that the terms of the Order and any information it provides in the Order are complete and accurate;
      • co-operate with the Supplier in all matters relating to the Services;
      • provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier in order to supply the Services;
      • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate and kept up-to-date in all material respects;
      • prepare the Customer’s premises for the supply of the Services, as the Supplier may reasonably require in order to supply the Services;
      • obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
      • as appropriate, keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
    • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      • the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and
      • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default
  1. CHARGES AND PAYMENT
    • The Charges for the Services shall be as set out in the Order or, if no price is quoted, the price set out on the Website at the time the Order is placed. If there are any discrepancies between prices published on our Website and prices appearing in an Order, the prices in the Order shall prevail.
    • The Charges shall be payable in full in cleared funds upon placement of an Order when payment is made by credit or debit card to the bank account nominated by the Supplier through a bank transfer.
    • Alternatively, payment can be made within 30 days of purchasing the Services as detailed in an invoice. Time of payment is of the essence.
    • Unless otherwise stated, the price of the Services will be Exclusive of amounts in respect of value added tax (“VAT”).
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Lloyds Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
    • The Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will not affect any Order that a Customer has already purchased but will apply to any future Orders.
    • The Customer shall pay all amounts due under the Contract in full with the right to set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) is mutually applicable. The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
  1. INTELLECTUAL PROPERTY RIGHTS
    • All Intellectual Property Rights in or arising out of or in connection with (the Website and) the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be deemed to automatically a limited, royalty-free, non-exclusive, non-sub-licensable, non-transferable licence of any and all such rights to the Customer solely to the extent necessary to use the Services.
    • The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
    • All Supplier Materials are the exclusive property of the Supplier, or its licensors (as the case may be).
  1. CONFIDENTIALITY
    • Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
      The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
      The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.
  1. LIMITATION OF LIABILITY AND INDEMNITY
    • Nothing in these Conditions shall limit or exclude the Supplier’s (or its employees’, agents’ or subcontractors’) liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation; or
      • any other liability to the extent such liability may not be excluded or limited as a matter of law.
    • Subject to the aforesaid:
      • The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and
      • Each parties’ total liability to the other in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Charges paid by the Customer to the Supplier in the 6-month period prior to the claim.
    • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • Subject to clause 8.2.2 above, the Customer shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Customer or its agents or employees.
    • This clause shall survive termination of the Contract.
  1. INSURANCE
    1. During the term of this agreement the Customer shall maintain in force, with a reputable insurance company, public liability insurance at an amount not at an amount not less than £500,000 to cover the liabilities that may arise under or in connection with this agreement and shall produce to the Customer on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
  2. CANCELLATION:
    • If the Customer cancels more than 5 working days before the agreed commencement date for the Services, Talent Courtyard LTD will not request any percentage of the fee agreed for the specific Services.
    • If the Customer cancels within 5 working days or less before the agreed commencement date for the Services, Talent Courtyard LTD may request 50% of the fee agreed for the specific Services.
    • If Customer cancels on the day of the agreed commencement date for the Services, Talent Courtyard LTD may request 100% of the fee agreed for the specific Services.
  3. TERMINATION
    • Without limiting its other rights or remedies, each party may terminate the Contract at any time by giving the other party one month’s notice in writing with mutual agreement. With mutual agreement, the Supplier shall refund to the Customer any Charges paid for Services not yet received. The Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the Customer may be unable to pay its debts as and when they fall due, or if the Customer stops carrying on business or threatens to do so.
    • Termination of the Contract, however arising, shall not affect any of the parties rights, remedies, obligations and liabilities that have accrued as at termination.
  1. CONSEQUENCES OF TERMINATION
    • On termination of the Contract for any reason:
      • The Customer shall immediately pay to the Supplier any outstanding Charges and interest due;
      • the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;
      • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination 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;
      • the Customer will not either during the Contract or for a period of 12 months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any employee or contractor of the Supplier; and
      • clauses which expressly or by implication survive termination shall continue in full force and effect.
  1. FORCE MAJEURE
    • For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport 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.
    • The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  1. GENERAL
    • Assignment and other dealings:
      • Each party may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent
      • Each party shall not, without the prior written consent of the other, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
    • Notices:
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • Severance:
      • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Waiver:
      • Waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
    • No partnership or agency:
      • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    • Third parties:
      • A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Variation:
      • The Supplier may revise these Conditions from time to time in response to changes in relevant laws and other regulatory requirements. If the Supplier changes these Conditions as they relate to the Customer’s Services, it will give the Customer reasonable advance notice of the changes and provide details of how to cancel if the Customer is not happy with them.
    • Governing law:
      • This 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 the law of England and Wales.
      • 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
      • This Agreement has been entered into on the date stated on your Order.

BUSINESS CUSTOMERS – ATTENDEES
DISCLAIMER NOTICE FOR THE ATTENDEES OF OUR EVENTS ORGANISED FOR BUSINESSES

Between Talent Courtyard LTD and Employees (Attendees) registered to our sessions.

Please read these Conditions carefully and ensure that you understand them before taking part in any of the services provided by our Workshop Facilitators. You will be required to accept these before taking part in any class or session our Workshop Facilitators might offer. If you do not agree to comply with and be bound by these Conditions, you will not be able to take part.

Use of our Website www.talentcourtyard.com is subject to our WEBSITE – TERMS & CONDITIONS. Please ensure that you have read them carefully and that you understand them. Any personal data you provide to us will be treated in accordance with our PRIVACY POLICY.

IMPORTANT NOTICE
The activity you will participate in may be physically challenging and carries with it risks that we cannot entirely eliminate. These include the risk of personal injury.

RULES

  • You must act responsibly and sensibly at all times.
  • You must not participate if you are pregnant (unless you have instructed the Workshop Facilitator and they can make reasonable adjustments) or under the influence of alcohol or non-prescription drugs.
  • You must follow any safety warnings or instructions displayed or given to you by the Workshop Facilitator. Ask the Instructor if you are unclear.
  • We or our Workshop Facilitators are not qualified to express an opinion that you are fit to safely participate. You must obtain professional or specialist advice from your doctor before participating.
  • If you have a musculoskeletal condition, for activities that include physical movement (including, but not limited to yoga or desk-side yoga), you must obtain professional or specialist advice from your doctor before participating.
  • You are aware that there is no obligation for any person to provide you with medical care during the activity. If medical care is rendered to you, you consent to that care if you are unable to give consent for any reason at the time the care is rendered.
  • You are fully aware that you must make the Workshop Facilitator know of any allergies or injuries prior to taking part in the activity.
  • Attendees, registering onto sessions within the workplace have a responsibility to attend activities where they have booked, in not doing so reduces the opportunity for other attendees.

DISCLAIMER FOR PERSONAL INJURY OR DEATH (USE OF EQUIPMENT)
You are responsible for using equipment safely and as directed. You must behave sensibly and follow any safety instructions so as not to hurt or injure yourself or others.

In the absence of any negligence or other breach of duty by us, the use of our machinery, equipment or facility is entirely at your own risk.

DISCLAIMER FOR LOSS OR DAMAGE TO PROPERTY
In the absence of any negligence or other breach of duty by us, we are not responsible for any theft, damage, destruction or loss of your property or belongings while using our facilities.

LIMITATIONS AND EXCLUSIONS OF LIABILITY

  1. Nothing in these terms and conditions will:
    • limit or exclude any liability for death or personal injury resulting from negligence;
    • limit or exclude any liability for fraud or fraudulent misrepresentation;
    • limit any liabilities in any way that is not permitted under applicable law; or
    • exclude any liabilities that may not be excluded under applicable law.
  2. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
  3. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
  4. We will not be liable to you in respect of any loss or corruption of any data, database or software.
  5. We will not be liable to you in respect of any special, indirect or consequential loss or damage.

INDIVIDUAL CUSTOMERS
TERMS AND CONDITIONS FOR THOSE WHO ATTEND OUR RETREATS

These Terms & Conditions constitute a part of your contract with Talent Courtyard LTD (“Talent Courtyard” or “TC”) and, upon acceptance of your application, guide your TC journey and participation in Talent Courtyard events which you are invited to join and constitute a binding contract and Terms & Conditions governing your rights and the relationship between you and Talent Courtyard.

Talent Courtyard makes no verbal or written representation, warranty or agreements with respect to any TC trip or participation and Talent Courtyard’s responsibilities and liabilities are expressly limited as provided in these Terms & Conditions.

Please read the following Terms & Conditions carefully before accepting your invitation to be a participant in Talent Courtyard’s events. Your attention is especially directed to the provisions of these Terms & Conditions limiting Talent Courtyard’s responsibilities and liabilities for your death, illness or injury, as well as damages, claims related to carriers, housing, cancellations, changes, baggage and personal property and your rights to sue or arbitrate as well as penalties payable by you in the event you cancel your reservation or leave a trip early regardless of cause or whether it is voluntary or you are expelled.

By accepting your invitation to participate in Talent Courtyard’s events, you certify that you are an adult with full authority to enter into this contract with Talent Courtyard and that you have read and understand and accept these Terms & Conditions as an integral part of your agreement and contract with Talent Courtyard.

  1. RESPONSIBILITY
    • Talent Courtyard offers retreats and other events to urban professionals as outlined on our website (www.talentcourtyard.com) in such capacity we organise and negotiate trip arrangements that are provided by independent third-party providers.
    • All services provided in connection with, before, during or after a trip, including but not limited to housing and transportation are provided, owned and operated by independent third-party providers, whose employees, facilities, vehicles or vessels, products and services are not subject to Talent Courtyard’s supervision or control and Talent Courtyard is not their agent or responsible for their actions or inaction. In such capacity, TC acts only as an arranger for any transportation carrier, hotel, hostel, apartment, ground operator, or other suppliers of services connected with specific Talent Courtyard programs (“other providers”), and the other providers are solely responsible and liable for providing their respective products, provisions and services.
    • The responsibility of Talent Courtyard in connection with your trip and program is strictly limited. TC makes no warranty, either express or implied, regarding the suitability, safety, insurance or other aspects of any other provider and any transportation, tours, services, products or facilities provided by other providers.
    • We are not liable for any claim for loss, damage, injury death, misrepresentation, delay, inconvenience or disappointment, arising from any action or inaction by any other provider, including but not limited to any negligent or wilful act or failure to act of any other provider or of any other third party. You assume the risk of Talent Courtyard’s negligence.
    • We will not be liable to you in any claim for other than compensatory damages, including but not limited to any indirect, consequential, punitive, special or exemplary, or incidental damages, however caused and whether sought in contract, tort or under any other theory of liability, and regardless of whether we have been advised of the possibility of such damages.
    • In connection with your trip, Talent Courtyard shall not be liable to any participant for damages for emotional distress, mental suffering or psychological injury of any kind, under any circumstances.
    • Talent Courtyard runs retreats in multiple countries around the world. You agree to assume responsibility for your own safety, and we cannot guarantee your safety at any time. Local conditions, including infrastructure, road conditions, medical care, safety and security, may differ significantly from those found in the United Kingdom or your home country. At any given moment, there are also likely to be “trouble spots” in the world in terms of war, terrorism, crime, Acts of God, civil commotions, labour trouble, and/or other potential sources of harm. GOV.UK and other governmental and tourist organisations provide information on foreign countries, including details of local conditions in specified cities and countries according to such agency’s perception of risks to travellers. We strongly recommend you obtain and consider such information when making travel decisions. We assume no responsibility for gathering such information or providing it to you.
    • During your program, the availability of medical care may be limited or delayed. You acknowledge that all or part of your retreat or program may be in areas where medical care and evacuation may not be available.  You agree to indemnify and reimburse Talent Courtyard in the event TC elects to advance the cost of emergency medical care, including medical care provided as well as transportation and/or lodging in connection therewith.
    • For your benefit, we strongly recommend that you purchase travel protection to protect against loss or damage to baggage and personal effects, trip cancellation and interruption, emergency evacuation, accidental death or injury, illness and medical expenses sustained or incurred in connection with your trip or program.
    • Talent Courtyard LTD, its subsidiaries, affiliates, managers, members, successors, employees, agents, representatives, assigns (collectively “Talent Courtyard”) and its designated travel program team members shall not be held liable for
      • any damage to, or loss of, property or injury to, or death of, persons suffered during a travel program, whether or not occasioned directly or indirectly by an act or omission of Talent Courtyard or any other provider, including but not limited to any latent or undisclosed defect in any aircraft, watercraft, vehicle, hotel, hostel, apartment or other service or property operated or provided by any other provider; and
      • any loss or damage due to delay, cancellation, or disruption in any manner caused by the other providers, or any laws, regulations, acts or failures to act, demands, orders, or interpositions of any government or any subdivision or agent thereof, or by acts of God, strikes, fire, flood, war, rebellion, terrorism, insurrection, sickness, quarantine, epidemics, theft, or any other cause(s) beyond their control.
    • The participant waives any claim against Talent Courtyard and/or its designated travel program team members for any such loss, damage, injury, or death.
  1. ELIGIBILITY
    • Talent Courtyard reserves the right in their sole discretion to accept, decline to accept, or remove any participant on a Talent Courtyard travel program at any time during the program period. Talent Courtyard reserves the right, without penalty, to make changes in the published itinerary whenever, in their judgment, conditions warrant or if they deem it necessary for the comfort, convenience, or safety of participants.
    • Health:
      • By registering for an event organised by Talent Courtyard, the participant certifies that they do not have any mental, physical, or other condition or disability that would create a hazard for themselves or other participants.
    • Visas:
      • Talent Courtyard does not provide guidance on visa processes. The responsibility will ultimately be the participants’, to ensure they have the necessary visas to travel.
    • Background check:
      • Talent Courtyard reserves the right to do a background check for any legal or other reasons why that person should not be permitted to join a Talent Courtyard travel program.
  1. TERMS AND CONDITIONS
    • Included in Cost and limited only to:
      • Accommodations (where indicated), shared studio space for workshops, and ground transportation in line with the Talent Courtyard itinerary, including associated transportation to and from airports (where indicated); workshops outlined in the schedule and miscellaneous activities and events, meals (when and where indicated) from time to time during the travel program.
    • Not Included:
      • Passport, visa, and permit expenses; medical expenses and immunisations; transportation to initial destination and from final destination; personal expenses such as meals, laundry, telephone calls, and alcoholic beverages; and any other items not specifically noted as included.
    • Payments, Cancellations, and Refunds:
      • To reserve space on a Talent Courtyard retreat, a £300 per-person deposit is required upon acceptance by Talent Courtyard of a participant to participate, with limited refund possibility as described on each particular event’s page. Thereafter, full payment is due within 60 days of the start of the trip. Payments must be made by direct payment online. A participant may leave or be removed from Talent Courtyard for any emergency or non-emergency reason. A participant can be removed from the program for non-payment at any time.
    • Travel refunds:
      • During the program, no costs will be reimbursed. Arriving late or leaving an experience in progress, for any reason whatsoever, will not result in a refund, and no refunds will be made for any unused portions of a program. If a participant requires a flight change, the team will assess the possibility and let the participant know the alternative options, if any.
      • Neither Talent Courtyard, nor its designated travel program team members, shall be liable for any air carrier’s cancellation penalty incurred by the purchase of a non-refundable ticket to or from the departure city of the participant’s chosen event. Baggage and personal effects are at all times the sole responsibility of the participant.
      • Talent Courtyard reserves the right to cancel any potential travel program because of inadequate enrolment or any other reason that makes the program economically infeasible to operate or because of good-faith concerns with respect to the safety, health, or welfare of the participants.
        • If a program is cancelled prior to departure, Talent Courtyard will provide participants with a full refund of monies paid to Talent Courtyard; except in the event that the cancellation is due to a significant event that makes it infeasible to operate the program as planned, in which case Talent Courtyard will provide participants with a refund and/or credit toward a future Talent Courtyard event equivalent to monies paid to the tour operator.
        • If Talent Courtyard cancels a program in progress, participants will receive a prorated refund based on the number of days not completed on the program.
      • Except as outlined above when Talent Courtyard cancels a program, Talent Courtyard has no responsibility for any expenses, including any non-refundable expenses, incurred by participants in preparing for a cancelled program or for any additional arrangements should participants embark prior to the scheduled group departure date.
    • Itinerary Changes:
      • The itineraries and travel program team members presented on the website are subject to modification and change by Talent Courtyard. Every reasonable effort will be made to operate programs as planned, but alterations may still occur after final itineraries are sent.
    • Documentation:
      • Participants are responsible for obtaining any documents required for their participation in the expedition such as a valid passport, all visas, vaccination certificates, and any other documents. Failure to obtain documents does not negate the Terms & Conditions, and any extra costs incurred for rerouting due to travel without the necessary documents will be the participant’s responsibility.
    • Health Requirements:
      • Participants must be in good physical and mental health. Any physical condition, diet, or treatment requiring special attention must be reported in writing when the reservation is made. Talent Courtyard encourages participants to consult a doctor for specific medical advice about any activities or destinations. Certain programs may require that the participant obtain medical consent prior to departure as a condition of participation.
    • Medical Authorisation and Coverage:
      • In the event participant becomes sufficiently incapacitated as to be unable to direct their own care, there is no one on the trip who can direct participant’s care, and Talent Courtyard is unable or does not have time to contact participant’s emergency contact, the participant, by registering and paying a deposit for a Talent Courtyard trip, authorises any medical treatment deemed necessary in the event of any injury or illness while participating in the activity including, but not limited to, X-ray, examination, anaesthetic, medical or surgical diagnosis, or treatment and hospital care which is deemed advisable by, and is to be rendered under the general or specific supervision of, any physician and/or surgeon licensed in the United Kingdom, or, if in a foreign country and no physician licensed to practice in the United Kingdom is reasonably available, by a duly licensed physician deemed competent to render the necessary care. In addition, by applying each participant certifies that they have medical insurance which will cover personal accidents, medical expenses, medical evacuation, air ambulance, loss of effects, repatriation costs and all other expenses which might arise as a result of loss, damage, injury, delay or inconvenience occurring to the participant, or that in the absence of this medical insurance coverage, the participant agrees to pay all costs of rescue and/or medical services as may be incurred on the participant’s behalf.
      • Talent Courtyard has the right to contact your stated emergency contact for any reason related to your health or safety.
    • Illegal Activity:
      • All participants are expected to abide by the laws in each country visited. If a participant at any point during the program performs any illegal activity, Talent Courtyard is not responsible for legal ramifications of that action.
  1. RIGHT TO EXPEL PARTICIPANTS:
    • We reserve the right to expel any participant from a trip or remove a participant from a vessel, vehicle or housing for any reason, including, but not limited to, lack of payment or if we deem this necessary for the comfort, convenience or safety of the other participants, including if your behaviour is deemed to cause or be likely to cause danger, distress or annoyance to other participants, if we reasonably determine your condition would adversely affect your health, safety or enjoyment of that of other participants, or if we determine you have engaged in illegal actions. If we remove you from a trip in progress or remove you from a vessel, vehicle or housing, you will not be entitled to any refund, payment, compensation or credit of any kind for unused or missed services or costs incurred resulting from the termination of your participation and you will be responsible for the cancellation fee and your travel costs to return back home.
  2. PHOTOGRAPHS AND VIDEO:
    • We reserve the right to take photographs and video during the event you attend. By joining one of our events, you grant to us the absolute and irrevocable right and unrestricted permission to use and publish your image, or likeness, without compensation, for commercial, advertising, editorial, or any other purpose; and in any manner and medium, whether now known or hereafter devised; and to alter and composite the same without restriction and without your inspection or approval. You hereby release and discharge us from and against any and all claims, liabilities, costs, damages and expenses of any kind arising out of or relating to the use by us of your image or likeness.
    • Photographs and video of the event you attend may be submitted to us by you or by third parties such as (but not limited to) other travellers, facilitators, team, or staff members.
    • By submitting such photographs or video, the party making the submission is representing and warranting
      • that the photo is their original work created solely by themselves and does not infringe the intellectual property rights of any party;
      • that they have obtained any and all necessary releases from subjects depicted in said original work;
      • that they grant to us a worldwide, royalty-free, perpetual, transferable, irrevocable, non-exclusive and fully sub-licensable right and license to use, in any and all media whether now known or hereafter devised, in perpetuity, anywhere in the world, with the right to make any and all commercial or other uses thereof, including without limitation, reproducing, editing, modifying, adapting, publishing, displaying publicly, creating derivative works from, incorporating into other works or modifying the photo and
      • that they hereby release and discharge us from and against any and all claims, liabilities, costs, damages and expenses of any kind arising out of or relating to the use by us of any photo submitted.
  1. TIME LIMITATION
    • Time Limits for Legal Action: Any claim or legal action whether based on contract, tort, statutory, constitutional or other legal rights, including without limitation bodily injury, illness to or death of a passenger, alleged violations of civil rights, discrimination, consumer or privacy laws, or other statutory, constitutional or legal rights, or for any losses, damages or expenses relating to or in any way arising out of or connected with a trip or program or against Talent Courtyard must be commenced within one (1) year from the date of injury, illness or death or the date the incident giving rise to the claim occurred or else shall be irrevocably waived, notwithstanding any provision or law of any state or country or international convention to the contrary.
  2. ARBITRATION
    • You agree that any claim or dispute whether based on contract, tort, statutory, constitutional or other legal rights, including without limitation bodily injury, illness to or death of a passenger, alleged violations of civil rights, discrimination, consumer or privacy laws, or other statutory, constitutional or legal rights, or for any losses, damages or expenses relating to or in any way arising out of or connected with your trip or against Talent Courtyard, with the sole exception of claims brought and litigated in small claims court, shall be finally determined by arbitration in accordance with the provisions of the Arbitration Act 1996. The tribunal shall consist of one arbitrator appointed by the President for the time being of the Royal Institution of Chartered Surveyors.
    • You and we further agree to permit the taking of a deposition under oath of the passenger asserting the claim, or for whose benefit the claim is asserted, in any such arbitration.
  3. CHOICE OF FORUM FOR ALL OTHER CLAIMS
    • any and all claims or disputes relating to or in any way arising out of or connected with this contract or your trip or program against Talent Courtyard and not subject to arbitration under section 7. above shall be litigated, if at all, in and before the courts of England and Wales, to the exclusion of the courts of any other country. Any and all claims or disputes relating to, arising out of or connected with your trip or program against another provider or a non-affiliated third party shall be brought, if at all, wherever such entities may be properly subject to jurisdiction.
  4. GOVERNING LAW:
    • This 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 the law of England and Wales.
  5. 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
  1. CLASS ACTION WAIVER:
    • These Terms & Conditions provide for the exclusive resolution of disputes through individual legal action or arbitration on your own behalf instead of through any class or representative action. Even if the applicable law provides otherwise, you agree that any arbitration or lawsuit against Talent Courtyard whatsoever shall be litigated by a participant individually and not as a member of any class or as part of a class or representative action, and each participant expressly agrees to waive any law entitling participant to participate in a class action. If a claim is subject to arbitration under Section 7. above, the arbitrator shall have no authority to arbitrate claims on a class action basis. Each participant agrees that this class action waiver shall not be severable under any circumstances from the arbitration clause set forth in Section 7. above, and if for any reason this class action waiver is unenforceable as to any particular claim, then and only then such claim shall not be subject to arbitration.

Thank you for reading through our Terms & Conditions! We hope you’ll have a great time with us!

FACILITATORS, SPEAKERS
TERMS & CONDITIONS FOR OUR FACILITATORS & SPEAKERS

Between Talent Courtyard LTD and the Facilitator, Speaker (“Subcontractor”).

PARTIES TO THE AGREEMENT

These Conditions, together with any and all other documents referred to herein, set out the terms on which you provide your Services to our customers when you contract with us through our Website or by signing our Agreement.

Please read these Conditions carefully and ensure that you understand them before providing any Services to us. You will be required to accept these Conditions when agreeing to provide Services. If you do not agree to comply with and be bound by these Conditions, you will not be able to provide Services.

Use of our Website is subject to our WEBSITE – TERMS & CONDITIONS. Please ensure that you have read these carefully and that you understand them.

  1. INTERPRETATION
    • The definitions and rules of interpretation in this clause 1 apply in this agreement (unless the context requires otherwise).
      • Business Opportunities: any opportunities which the Subcontractor becomes aware of during the Engagement which relate to the Business of the Client of which it reasonably considers might be of benefit to the Client.
      • Business of the Client: Subcontractors may include, but are not limited to the following; yoga teacher, meditation & mindfulness teacher, artist & arts counsellor, musician, life coach, professional speaker, well-being consultant, nutritionist, etc..
      • Capacity: as agent, Subcontractor, director, employee, owner, partner, shareholder or in any other capacity.
      • Client: Talent Courtyard LTD
      • Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the use of the Subcontractor by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Subcontractor on the computer systems or other electronic equipment of the Client and the Subcontractor during the Engagement.
      • Commencement Date: The date you contract with us through our Website or by signing our Agreement.
      • Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts (by way of illustration only and without limitation) and including (but not limited to) information that the Subcontractor creates, develops, receives or obtains in connection with their Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
      • Engagement: the engagement of the Subcontractor by the Client on the terms of this agreement.
      • Insurance Policies: commercial general liability insurance cover, professional indemnity insurance cover and public liability insurance cover.
      • Intellectual Property Rights: patents, rights to invention, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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.
      • Invention: any invention, idea, discovery, development, improvement or innovation made by the Subcontractor in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
      • Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.
      • Restricted Business: business obtained by the Client or companies directly in business with the Client.
      • Restricted Customer: customers of the Client.
      • Restricted Person: person discharging managerial duties for the Client.
      • Services: the services provided by the Subcontractor in a Freelance capacity for the Client’s customers on an ad hoc basis detailed in a confirmation e-mail to the Subcontractor with final terms and Charges agreed over e-mail.
      • Termination Date: the date of termination of this agreement, howsoever arising.
      • Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Subcontractor in the provision of the Services
    • The headings in this agreement are inserted for convenience only and shall not affect its construction.
    • A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    • Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
    • Schedule 1 to this agreement forms part of (and is incorporated into) this agreement.
  1. TERM OF ENGAGEMENT
    • The Client shall engage the Subcontractor and the Subcontractor shall provide the Services on the terms of this agreement.
    • The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
      • as provided by the terms of this agreement;
      • by either party giving the other not less than 4 weeks prior written notice;
      • by the Client in the event that the Subcontractor does not meet targets or expectations under this agreement.
  1. DUTIES AND OBLIGATIONS
    • During the Engagement the Subcontractor shall:
      • provide the Services with all due care, skill and ability and use their best endeavours to promote the interests of the Client;
      • provide accurate certifications, insurance documents and registration information as required by the Client;
      • update the Client immediately there are any changes in information or circumstance from when the Services are agreed.
      • be responsible for the safety of attendees during the Services, by providing the required and relevant safety information and performing the Services to the best of your ability.
    • If for some reason you are unable to deliver a pre-organised booking, sufficient notice of 3 working days must be given and offer of a cover of another Subcontractor (registered with Talent Courtyard LTD), otherwise agreement with the Client may be revoked at the Client’s sole discretion.
    • The Client’s customers have a cancellation window of 5 working days before the commencement date of the Services.
      • If an organised booking is cancelled more than 5 working days before the commencement of the Services, the Subcontractor shall be notified by the Client and they may not receive any of the agreed Charges for the Services.
      • If an organised booking is cancelled within 5 working days before the commencement of the Services, the Subcontractor shall be notified by the Client and they may receive 50% of the agreed Charges for the Services.
      • If an organised booking is cancelled on the day of the commencement of the Services, the Subcontractor shall be notified by the Client and they may receive 100% of the agreed Charges for the Services.
    • If the Subcontractor is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided due to illness.
    • The Subcontractor shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
    • The Subcontractor accepts that upon Termination of this Engagement, in whatever capacity, all contacts generated by the Subcontractor during his Engagement with the Client will remain the contacts of the Client and any attempt to keep such contacts will be in breach of clause 8 of this Agreement.
    • Unless they have been specifically authorised to do so by the Client in writing, the Subcontractor shall not:
      • have any authority to incur any expenditure in the name of or for the account of the Client; or
      • hold himself out as having authority to bind the Client.
    • The Subcontractor shall comply with all reasonable standards of safety and comply with the health and safety procedures of the Client from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
    • The Subcontractor shall comply with the policies of the Client and Client’s customers on social media, use of information and communication systems, anti-harassment and bullying, no smoking, dress code and substance misuse.
    • The Subcontractor undertakes to the Client that during the Engagement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to their knowledge and in any event before the same shall have been offered by the Subcontractor (or caused by the Subcontractor to be offered) to any other party provided that nothing in this clause shall require the Subcontractor to disclose any Business Opportunities to the Client if to do so would result in a breach by the Subcontractor of any obligation of confidentiality or of any fiduciary duty owed by the Subcontractor to any third party.
    • The Subcontractor shall:
      • comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
      • not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
      • promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Subcontractor in connection with the performance of this agreement; and
      • ensure that all persons associated with the Subcontractor or other persons who are performing services or providing goods in connection with this agreement comply with this clause 3.9.
    • Breach of clause 3.9 shall be deemed a material breach of this agreement.
  1. FEES
    • The Client shall pay the Subcontractor an agreed fee, which shall be confirmed by both parties via e-mail, prior to the Services being carried out by the Subcontractor. Following performance of the Services, the Subcontractor shall receive a Purchase Order from the Client for the agreed fee, a document which gives details of Services provided and agreed fee payable.
    • In consideration of the provision of the Services during the Engagement, the Client shall pay each purchase order submitted to the Subcontractor in accordance with clause 4.1 within 60 days of delivery of the Service, unless we have alerted you to longer payment terms imposed on us by the Client’s customers.
    • The Client shall be entitled to deduct from the fees (and any other sums) due to the Client any sums that the Subcontractor may owe to the Client at any time.
    • Payment in full or in part of the fees claimed under clause 4 or any expenses claimed under clause 5 shall be without prejudice to any claims or rights of the Client against the Subcontractor in respect of the provision of the Services.
  1. OTHER ACTIVITIES
    • Nothing in this agreement shall prevent the Subcontractor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
      • such activity does not cause a breach of any of the obligations of the Subcontractor under this agreement.
      • the Subcontractor shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client without the prior written consent of the Directors
      • the Subcontractor shall give priority to the provision of the Services to the Client over any other business activities undertaken by Subcontractor during the course of the Engagement.
  1. CONFIDENTIAL INFORMATION
    • The Subcontractor acknowledges that in the course of the Engagement they will have access to Confidential Information. The Subcontractor has therefore agreed to accept the restrictions in this clause 6.
    • The Subcontractor shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
      • any use or disclosure authorised by the Client or required by law; or
      • any information which is already in, or comes into, the public domain otherwise than through the unauthorised disclosure of the Subcontractor.
    • At any stage during the Engagement, the Subcontractor will promptly on request return all and any Client Property in his possession to the Client.
  1. NON-SOLICITATION AND NON-COMPETE
    • In order to protect the Confidential Information and business connections of the Client to which they have access as a result of the Engagement, the Subcontractor covenants with the Client that they shall not (unless they have been specifically authorised to do so by the Client in writing, the Subcontractor shall not):
      • during this Engagement and for 12 months after Termination, solicit or endeavour to entice away from the Client, the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
      • during this Engagement and for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Client any restricted person;
      • during this Engagement and for 12 months after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
      • during this Engagement and for 12 months after Termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or
      • at any time after Termination, represent themselves as connected with the Client in any Capacity, other than as a former Subcontractor, or use any registered names or trading names associated with the Company.
  1. DATA PROTECTION
    • The Subcontractor consents to the Client holding and processing data relating to themselves for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 2018) relating to the Subcontractor including, as appropriate:
      • information about the physical or mental health or condition of the Subcontractor in order to monitor sickness absence;
      • the racial or ethnic origin or religious or similar beliefs of the Subcontractor in order to monitor compliance with equal opportunities legislation; and
      • information relating to any criminal proceedings in which the Subcontractor has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
    • The Subcontractor consents to the Client making such information available to those who provide products or services to the Client such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Client or any part of its business.
    • The Subcontractor consents to the transfer of such information to business contacts of the Client outside the European Economic Area in order to further its business interests.
    • The Subcontractor shall comply with the data protection policy of the Client and relevant obligations under the Data Protection Act 2018 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.
  1. INTELLECTUAL PROPERTY
    • The Subcontractor hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Subcontractor holds legal title in these rights and inventions on trust for the Client.
    • The Subcontractor undertakes:
      • whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;
      • not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
      • to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.
    • The Subcontractor warrants to the Client that:
      • they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
      • they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
      • the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
    • The Subcontractor agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Subcontractor to the Client during the course of providing the Services. The Subcontractor shall maintain adequate liability insurance coverage and ensure that the interest of the Client is noted on the policy, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Subcontractor.
    • The Subcontractor waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the moral rights of the Subcontractor.
    • The Subcontractor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Subcontractor in respect of the performance of their obligations under this clause 9.
  1. INSURANCE AND LIABILITY
    • The Subcontractor shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Subcontractor of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.
    • The Subcontractor shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.
    • The Subcontractor shall on request supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.
    • The Subcontractor shall notify the insurers of the interest of the Client and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Subcontractor in respect of which the Subcontractor would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Subcontractor shall use all insurance monies received by him to indemnify the Client in respect of any claim and shall make good any deficiency from his own resources.
    • The Subcontractor shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Subcontractor is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Subcontractor shall notify the Client without delay.
  1. TERMINATION
    • Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Subcontractor (other than in respect of amounts accrued before the Termination Date) if at any time the Subcontractor:
      • commits any gross misconduct affecting the Business of the Client; or
      • commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client; or
      • is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
      • is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services; or
      • is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or
      • is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 21 days in any 52-week consecutive period; or
      • commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Subcontractor or the Client into disrepute or is materially adverse to the interests of the Client; or
      • commits any breach of the Client policies and procedures; or
      • commits any offence under the Bribery Act 2010.
  1. OBLIGATIONS ON TERMINATION
    • On the Termination Date the Subcontractor shall:
      • immediately deliver to the Client all Client Property in his possession or under his control;
      • irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
      • provide a signed statement that they have complied fully with his obligations under this clause 13.
  1. STATUS
    • The relationship of the Subcontractor to the Client will be that of independent Subcontractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Contractor shall not hold themselves out as such.
    • This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Subcontractor shall be fully responsible for and shall indemnify the Client for and in respect of:
      • any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Subcontractor shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the negligence or wilful default of the Client; and
      • any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Subcontractor against the Client arising out of or in connection with the provision of the Services.
      • The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Subcontractor.
  1. NOTICES
    • Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Client) its registered office for the time being and (in the case of the Subcontractor) their last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:
      • if delivered personally, at the time of delivery;
      • in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and
      • in the case of fax, at the time of transmission.
    • In proving such service it shall be sufficient to prove that the envelope containing the notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by fax to the fax number of the relevant party.
  1. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
    • Each party on behalf of itself acknowledges and agrees with the other party that:
      • this agreement together with any documents referred to in it constitute the entire agreement and understanding between the Subcontractor and the Client and supersedes any previous arrangement, understanding or agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);
      • in entering into this agreement neither party has relied on any Pre-Contractual Statement; and
      • each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this agreement shall, however, limit or exclude any liability for fraud.
  1. VARIATION
    • No variation of this agreement or of any document referred to in it shall be valid unless it is in writing and signed by or on behalf the parties.
  1. COUNTERPARTS
    • This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
  1. THIRD PARTY RIGHTS
    • A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.
    • The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
  1. GOVERNING LAW AND JURISDICTION
    • This 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.

The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).