Our Terms & Conditions

1. What we charge for.

Our quoted charge rates will apply to the services that we will provide to you under this agreement. We will hold this amount for the duration of the contract or 12 months from contract date, whichever is the sooner.

We reserve the right to review charge rates after a 12-month period in line with our annual pricing review. However, ongoing contracts will not be subject to this increase unless specifically stated in writing within the terms of the contract.

We may levy a further charge should you require further services other than those stipulated in the agreement.

2. What further charges apply.

We will charge mileage at 50p per mile from the trainer’s home address to the workshop venue (and back).

Additionally, where applicable we will charge for accommodation, subsistence and any equipment expenses incurred or to be incurred by us or any of our trainers. Expenses invoices will be issued each quarter, in March, June, September and December of every year.

3. Conduct of workshops.

We run workshops for up to twelve (12) participants with one (1) trainer. Any increase above this figure might require an additional trainer and this would need arranging well in advance of the workshop. Additional participants could also mean additional charges for the extra participant materials.

4. Getting started and making payments.

Upon your acceptance of this proposal, Instep UK Ltd will send to you a formal quote that will outline the main details of the Contract (including the costs and the agreed dates for the work to be undertaken) and the agreed payment terms.

Please note that work cannot be commenced until you have accepted our online quote (the contract). For the avoidance of doubt, if for any reason you agree with Instep UK on the dates for work, then you will be deemed to have accepted the quote and Instep’s full Terms and Conditions will apply.

If your organisation requires you to raise a Purchase Order (PO) for the work, you will be required to send Instep the PO number and contact information when you accept our quote for our attention.

5. How and when you need to pay us.

At contracting stage your Instep Customer Solutions Manager will agree the invoicing process and payment terms with you. Unless agreed prior to contracting, all contracted work will be invoiced in advance, upon acceptance of the Contract. Any Packtypes at Work products will need to be paid for prior to the products being dispatched to you.

Please note that, unless agreed otherwise at the time of contracting, all invoices become payable within 30 days of the date of the invoice. This must be paid in full.

Please note that if invoices are not paid on time, then we reserve the right to cancel/postpone future work until payment is received and your organisation would be liable for the cost of such cancelled/postponed work as per the terms detailed in ‘What if you need to cancel or postpone’ (Section 6) below.

We reserve the right to charge on a pro rata basis if projects are terminated mid-term. We also reserve the right to charge interest on overdue accounts in accordance with the Late Payment Act 1998 at 8% over the base rate at the time of invoice.

6. What if you need to cancel or postpone?

We reserve the right to levy a charge if you cancel or postpone all or part of the contract. The charge will be at the rate as detailed below.

Where cancellation is in relation to a programme or more than one event and some events fall within the 30-day period and/or 60-day period and/or 90-day period and/or outside the 90 day period, the cancellation fee payable shall be calculated for each event separately so that:

(Note: event here is the individual activities mentioned on the Quote; the charge would be applied to individual activities and not the total value of the Contract).

In the event of any such cancellation, if we have completed any design/administration work, or incurred any third-party costs in anticipation of the event and/or programme, we will charge you in full at the date of cancellation/postponement.

7. What conditions apply to termination.

We are entitled to terminate this contract by notice in writing, in any of the following events:

• If you become insolvent or have a receiver or manager appointed over your assets or undertakings, or you go into liquidation (save for the purpose of amalgamation or reconstruction), or you make a composition with your creditors.
• If you fail to make any payment due under the terms of the contract.
• If you merge with, or you are taken over by, another person, firm, or company.

8. Our services.

We are controlled and operated in the United Kingdom. We do not make any representation that our site, its contents or the service and the terms are appropriate or suitable for use in countries other than the United Kingdom, or that they comply with any legal or regulatory requirements in any other countries.

In accessing the site and accepting our services, you do so at your own risk and on your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable.

9. Who owns the intellectual property rights?

We shall retain all rights, title, and interest in, and to confidential information made, originated, or developed during the course of or otherwise related to the services, together with any other intellectual property rights arising out of the provision of the services. Confidential information includes all designs, drawings, data specifications and all other technical business and similar information relating to the service including all readable or computer data.

Copyright of all materials produced in our performance and during the currency of this Contract shall remain vested with us, and this condition overrides any other related Contract. You shall not reproduce or disseminate such materials for any other purpose without our written permission. The provision of this condition shall apply during the continuance of this Contract and after its termination howsoever arising.

10. Confidentiality.

Each Party (‘Receiving Party’) shall keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations within the Contract. The Receiving Party shall inform its officers, employees, and agents of the Receiving Party’s obligations under the provisions of this clause and ensure that the Receiving Party’s officers, employees, and agents meet the obligations. The obligations shall not apply to any information which:

Was known or in the possession of the Receiving Party before the Supplying Party provided it:

• Is, or becomes, publicly available through no fault of the Receiving Party
• Is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure
• Was developed by the Receiving Party (or on its behalf) who had no direct access to, or use of knowledge of the confidential information supplied by the Supplying Party
• Or is required to be disclosed by order of a court of competent jurisdiction.

This clause shall survive termination of is Contract.

We are permitted to use other persons to provide some or all the services. If we use such third parties, we will be responsible for ensuring that the work of a sub-contractor is to the same standard as that stated in this Contract.

11. Data Protection.

We shall, if so required by law: register and maintain registration with the Information Commissioner under the Data Protection Act 2018; and

• Ensure that we, and our staff and agents and representatives comply with the obligations of a data controller (as defined and set out in the Data Protection Act 2018)
• Have in place sufficient and appropriate technical resources and organisational practices to ensure that any data of the Client is only processed lawfully
• Ensure that we have technical and security procedures and sufficient resources that any data of the Client is not lost, destroyed, deleted, damaged or corrupted whether accidentally or deliberately
• Process any data of the Client only for the purpose of the Contract.

It is your responsibility to ensure your contacts, staff, and other affiliated parties to you whose data is required have expressly consented to the use of their data in relation to the service and you represent and warrant that you have properly obtained such consent from each contact and that such consent has not been withdrawn. You are responsible for ensuring that you have the necessary permission to transfer contacts to us and to allow us to receive and process data and send communications to Your Contacts on Your behalf where required. You agree to indemnify us for any loss suffered for your breach of this condition.

This clause shall survive termination of is Contract.

12. Warranties, liability, and indemnities.

We warrant that we will use reasonable care and skill in performing the services. If we perform the services (or any part of the services) negligently or materially in breach of these terms, then if you request us, we will re-perform the relevant part of the services, subject to the terms of this agreement. Your request to this regard must be made within one month of the date we complete performing the services.

We provide no warranty that any result or objective can be or will be achieved or attained at all or by a given completion date or any other date, whether stated in this Contract or elsewhere.

Except in the case of death or personal injury caused by our negligence, our liability under or in connection with this Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the fee paid by yourself to us within this Contract.

Neither party shall be liable to other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or consequential nature including without limitation any economic loss or other loss of turnover, profits, business of goodwill.

You shall indemnify and hold us harmless from and against all claims and losses arising from loss, damage, liability, injury to us, our employees and third parties, infringement of third-party losses by reason of or arising out of any information supplied to us by you within or without the scope of this Contract. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines, and liability (whether criminal or civil, in contract, tort or otherwise); and ‘losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

Each of the parties acknowledges that, in entering this Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided within this Contract, and any conditions, warranties or other terms implied by statue or common law are excluded from this Contract to the fullest extent permitted by law. Nothing in this Contract excludes liability or fraud.

13. General.

Force Majeure

Neither Party shall have any liability under or be deemed to be breach of the Contract for any delays or failures in performance of this Contract which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate the Contract by written notice to the other Party.

Amendments

We may make changes to these terms without notice and they shall become effective immediately after notifying you of the change or at such other future time as we may agree with you.

Assignment

Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, change or otherwise transfer any or all its rights and obligations under this Contract without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Contract to any person to which it transfers all its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Contract.

Entire Agreement

This Contract contains the whole agreement between the Parties and supersedes and replaces and prior written or oral agreements, representations, or understandings between them. The Parties confirm that they have not entered this Contract on the basis of any representation that is not expressly incorporated into this Contract. Nothing in this Contract excludes liability or fraud.

Waiver

No failure or delay by us in exercising any right, power or privilege under this Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights and remedies provided by law.

Agency and Partnership

This Contract shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Contract. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

Further Assurance

Each Party to this Contract shall, at the request and expense of the other or any of them, execute and do any deeds and other things reasonably necessary to carry out the provisions of this Contract or to make it easier to enforce.

Severance

If any provision of this Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of the Contract and shall not in any way affect any other circumstances of or the validity or enforcement of the Contract.

Announcements

No Party shall issue or make any public announcement or disclose any information regarding this Contract unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms; however, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

Interpretation

In this Contract unless the context otherwise requires: Words importing any gender include every gender; words importing the singular number include the plural number and vice versa; words importing persons include firms, companies and corporations and vice versa; references to numbered clauses and schedules are references to the relevant clause in or schedule to this Contract; reference in any schedule to this Contract to numbered paragraphs relate to the numbered paragraphs of that schedule; any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done; the headings to the clauses, schedules and paragraphs of this Contract are not to affect the interpretation; any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under than enactment; where the word ‘including’ is used in this Contract, it shall be understood as meaning ‘including without limitation’.

Notices

Any notice to be given under this Contract shall be in writing and shall be sent by email to the address of the relevant Party set out at the head of the Contract. Notices sent shall be deemed to have been received by the next working day after sending. In proving the giving of a notice, it shall be sufficient to provide that the notice was left.

Law and Jurisdiction

The validity, construction and performance of the Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

Third Parties

For the purposes of the Contract (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the Contract, this Contract is not intended to, and does not, give any person who is not party to it any right to enforce any of its provisions.

Inconsistency

If there is an inconsistency between any provisions of any other agreement or proposal entered between you and us for the provision of these services, the provisions of these Terms of Service shall prevail.