Booking Terms and Conditions

In these terms the following words shall have the following meanings:

“Agreement” means the Confirmation Email, the Schedule, the Proposal (if any) and these Terms;

“Confirmation Email” means the cover email to which these Terms are attached or in which they are referred to as being incorporated;

“Customer” means the customer set out in the Confirmation Email;

“Fee” has the meaning set out in the Quotation;

“Parties” means the Customer and the Company together;

“Proposal” means if any, the proposal sent out by email after the meeting;

“Schedule” means the summary of the Services set out in the confirmation email or booking    confirmation;

“Services” means the services set out in the confirmation email or booking confirmation;

“Services Location” and “Services Date” have the meaning set out in this document;

“Skillfluence” means Skillfluence Limited, a company incorporated in Scotland with company number SC513176 and having its registered office 2/1, 75 Clouston St, Glasgow, G20 8QW; and

“Terms” means these terms and conditions;

Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular; a reference to one gender shall include a reference to the other genders; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

• The Agreement shall commence on the date of confirmation by the Customer that it has accepted the terms of the Confirmation Email and failing such express confirmation shall be the date on which Skillfluence commences the provision of the Services. Skillfluence shall commence provision of the Services as set out in the Confirmation Email or as otherwise agreed with the Customer.  The Services shall be provided on the Services Date(s) at the Service(s) Location.
• The Customer may cancel the Services within a period of fourteen (14) days of commencement of the Agreement provided that Skillfluence shall be entitled to charge for any Services provided or created during this period.
• The Agreement shall continue, subject to Clause 7, until such times as the Services have been completed and all payments have been made by the Customer to Skillfluence.
• The Terms will apply to the Agreement and will apply in substitution for any terms purported to apply by the Customer. Where the Confirmation Email expressly provides for any specific amendment to the Terms then that amendment shall apply and these Terms shall be deemed to be amended.  Where there is any conflict between the Terms, the Confirmation Email, the Schedule and the Proposal the following order of precedence shall apply: (a) the Confirmation Email (b) the Schedule; and (c) the Proposal.
• Where the Services are to be provided on an ongoing basis subject to the agreement of the parties of specific dates and times, the initial dates shall be those set out in the Confirmation Email, the Schedule or the Proposal and subsequent dates shall be agreed by the parties acting reasonably and in good faith. These Terms shall be deemed (in the absence of any express agreement to the contrary in a subsequent letter or email issued by Skillfluence) to apply to the Services to be provided on subsequent dates.  Failure by the parties to agree such dates and/or times shall mean that Skillfluence is under no obligation to provide any such subsequent Services and shall be entitled to terminate the Agreement in accordance with Clause 9.1.

• The Services shall comprise those Services set out in the Confirmation Email, the Schedule or Proposal.
• Skillfluence shall provide the Services using reasonable skill and in accordance with any express requirements set out in the Confirmation Email, the Schedule or Proposal.
• Skillfluence will resource the provision of the Services in whichever way it sees fit to do so. The Customer acknowledges and agrees that Skillfluence shall be entitled to subcontract or delegate the whole or any part of the provision of the Services provided that Skillfluence will remain responsible managing and delivering the Services.
• Skillfluence will endeavour to communicate with the Customer regularly throughout the provision of Services or such other basis as is set out in the Confirmation Email, the Schedule or Proposal.

• In order to enable Skillfluence to provide the Services, the Customer shall make available or facilitate access to any equipment, materials, premises or venues which required or requested by Skillfluence.
• The Customer acknowledges and agrees that any failure by the Customer to comply with Clause 4 may prevent or delay the ability of Skillfluence to provide the Services. The Customer further acknowledges and agrees that Skillfluence shall not be responsible or liable for any costs, expenses or losses arising to the Customer as a result of such prevention or delay.
• The Customer shall be responsible for the attendance at the Services of any of its staff, consultants or representatives (“Attendees”) that it wishes to attend the Services. Where the Services are to be provided to a specified number of Attendees, and the Customer anticipates that that number may vary (upwards or downwards) by more than 10%, it shall advise Skillfluence of the revised number of attendees no less than three (3) days before the Services Date (or if services are being provided on more than one day) of the first of the Services Date and make arrangements for accommodating the new number of Attendees.  Customer acknowledges and agrees that Skillfluence is entitled increase the Fee to accommodate any increase in the number of Attendees.  Notwithstanding Clause 2, Skillfluence will not be liable for any inability to perform Services or any deficiencies in the Services where Customer has not complied with its obligations under this Clause 4.3.

• In return for Skillfluence performing and providing the Services, the Customer shall pay Skillfluence the Fee (as set out in the Confirmation Email) in accordance with the Payment Terms set out in the Confirmation Email and the Schedule provided that where no such details of payment terms are included in the Confirmation Email the payment terms shall be those set out in this Clause 5.
• The Fee payable shall be that set out in the Confirmation Email and shall be payable by the Customer (in the absence of any statement to the contrary in the Confirmation Email) as follows: (a) in pounds sterling; (b) within thirty (30) days of issue by Skillfluence of an invoice therefore.
• The Customer acknowledges and agrees that Skillfluence may immediately suspend or delay the performance of any Services in the event that payments owing to Skillfluence are not received by the due date. Such entitlement shall be without prejudice to any other right or remedy which Skillfluence may have under the Agreement or otherwise.

• To the extent that the Customer supplies any materials and/or intellectual property to Skillfluence (“Customer Materials”) for the purposes of provision of Services, the Customer hereby grants Skillfluence a non-exclusive, royalty free licence to use the Customer Materials during the term of the Agreement for the purposes of providing the Services.
• Customer acknowledges that Skillfluence may during the course of the Agreement and/or provision of Services make available certain materials, documentation, processes, information, plans, other business information, branding, logos or other copyright or designs of Skillfluence in which it (or its third party licensors) owns the intellectual property rights (“Skillfluence IP”). Customer acknowledges and agrees that the Skillfluence IP is (as between the parties) the property of Skillfluence and that the entering into of the Agreement and the provision of the Services does not and will not transfer any right, title or interest in the Skillfluence IP to the Customer or any Attendee.  The Customer will make all attendees aware of this.  For the purposes of the Customer (and its Attendees) receiving the Services, Skillfluence hereby grants the Customer (and its Attendees) a non-exclusive, non-sublicensable, terminable, royalty free licence to use the Skillfluence IP.
• Customer further acknowledges and agrees (for itself and for and on behalf of its Attendees) that on expiry or termination of this Agreement it shall cease any use of any representations of the Skillfluence IP or materials comprising Skillfluence IP which have been made available to it in tangible form. Notwithstanding the foregoing, there shall be no requirement to return training material provided to attendees for personal use.  Skillfluence gives no warranty that any such representations or materials will be full, accurate, complete or fit for any particular purpose.

• Skillfluence shall be entitled to terminate the Agreement at any time: (a) on giving thirty (30) days’ notice to the Customer; (b) immediately on notice to the Customer in the event that the Customer suffers an insolvency event; (c) immediately on notice to the Customer in the event of a material breach of the Agreement by the Customer provided that, in the case of remediable breaches, the Agreement shall only be terminated where such breach remains un-remedied following a period of fourteen (14) days of the Customer’s receipt of notice from Skillfluence that such breach has occurred.
• Skillfluence acknowledges that in the event that it terminates the Agreement in accordance with Clause 1, it shall repay to the Customer such proportion of the Fee that relates to Services paid for but not yet provided or created as the case may be.
• The following Clauses shall survive termination of the Agreement for any reason: Clause 6, this Clause 3, 8 and 11 along with such other provisions which are by their nature intended to survive termination.

• Each Party (a “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, processes initiatives or any other information concerning the other Party’s (a “disclosing party”) business or its products which are of a confidential nature (“Confidential Information”) and which have been disclosed by or on behalf of the disclosing party to the receiving party or its representatives.
• The receiving party shall restrict disclosure of Confidential Information to such of its employees, agents, consultants or subcontractors as need to know it for the purpose of the receiving party exercising its rights and discharging its obligations under the Agreement, and it shall ensure that any such employees, agents, consultants or subcontractors are subject to binding obligations of confidentiality no less stringent than those set out in this Clause.
• Confidential Information shall not include information which (a) is or becomes public knowledge other than as a result of a breach of this Clause; (b) was rightfully in the receiving party’s possession before its disclosure to Skillfluence under or in connection with the Agreement; or (c) following its disclosure to Skillfluence under or in connection with the Agreement, is received by Skillfluence from a third party who is not under any obligation of confidentiality in relation to that information.

• For the purposes of this Clause, the “GDPR” means the General Data Protection Regulation 2018, and the terms “Personal Data”, “Process”, “Data Controller”, and “Data Processor” shall have the meanings afforded to them in the GDPR and/or be interpreted in accordance with the terms of the GDPR.
• To the extent that the Customer makes available any Personal Data available to Skillfluence (whether that of Attendees or otherwise) for the purpose of the Agreement, Skillfluence acknowledges that the Customer will be the Data Controller of such Personal Data and Skillfluence will be the Data Processor.
• Skillfluence confirms to the Customer that to the extent that it is provided with any such Personal Data, it shall: (a) use the same for the purposes of providing the Services; (b) only Process the same in accordance with the instructions of the Customer; (c) only Process the same in accordance with the GDPR; and (d) not transfer any such Personal Data outside the EEA unless those countries operate to the level of protection the EEA offers (e.g. US-EU Privacy Shield).
• The Customer warrants to Skillfluence that it has all necessary rights, permissions, approvals, licences and consents to permit it to provide such Personal Data to Skillfluence and shall indemnify Skillfluence for any claims, losses, expenses or damages incurred by Skillfluence as a result of any third party claim or allegation that the possession or use by Skillfluence of any Personal Data provided by the Customer in respect of the Agreement infringes the rights of that third party.

• Any notice required to be given under the Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to the Party required to receive the notice at the address set out in the Confirmation Email for that Party, or such other address as may be specified by the relevant Party by notice in writing to the other Party.
• Any notice shall be deemed to have been received by a Party: (a) if delivered personally to the relevant address for that Party; (b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting to the relevant address for that Party; or (c) if delivered to address for that Party, by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

• The Customer may not assign, transfer or otherwise dispose of any of its rights or responsibilities under the Agreement, nor sub-contract, create a charge over or otherwise transfer any or all of its rights or obligations under the Agreement except with the prior written consent of Skillfluence.
• The Agreement contains all the terms which the Parties have agreed in relation to the subject matter of the Agreement and supersedes and extinguishes any prior written or oral agreements, drafts, representations, warranties, arrangements or understandings of any nature whatsoever, whether or not in writing between the Parties in relation to such subject matter.
• No variation, amendment, modification of, or supplement to the Agreement shall be effective unless set out in writing in a document signed by the Parties.
• Nothing in the Agreement shall exclude or limited any liability: (a) that cannot be excluded or limited by applicable law; or (b) for any fraud or fraudulent misrepresentation.
• Subject to Clause 4: (a) Skillfluence’s entire liability to Customer shall be limited to the greater of £500 or the actual Fees paid by the Customer; and (b) Skillfluence shall not be liable for any: (i) indirect, special or consequential loss or damage; (ii) any loss of profit, loss of data, loss of anticipated savings or loss of business or contracts; or (iii) reputational damage.
• If any part of the Agreement is or becomes or is declared illegal, invalid or unenforceable by any competent authority having jurisdiction over the Agreement (or either of the Parties) that part shall be severed from the Agreement and the remainder of the Agreement which will continue in full force and effect.
• The Agreement does not create a partnership or joint venture between the Parties to it, nor authorise either Party to act as agent for the other.
• Any waiver of any right, power, privilege or remedy afforded by Skillfluence under the Agreement may be given subject to any conditions thought fit by it and any omission to exercise, or delay in exercising, any such right, power, privilege or remedy afforded to Skillfluence will not constitute a waiver of it.
• The Agreement (and any non-contractual disputes or claims) shall be governed by the Laws of Scotland and the Parties submit to the exclusive jurisdiction of the Scottish Courts to settle any disputes arising out of or in connection with the Agreement (and any non-contractual disputes or claims).