NOW FOR THE SERIOUS STUFF
I promise this is the only “official “ – because I like to have fun too – here it goes…….
By clicking “I Agree,” entering your credit card information, or otherwise enrolling, electronically, verbally,
or otherwise, in the course, you (“Client”) are entering into a legally binding agreement with the “Company” Yvette Taylor – T/A (EAM Freedom Limited)
You have confirmed that you wish to appoint us Yvette Taylor Limited to provide you with services involving education, coaching, business management and personal development. [You acknowledge and confirm that such services are provided to you as an individual for purposes associated with your business or professional life.] These are the terms on which such services will be provided. References in this letter to “you” and “your” refer to you the Client references to “I”, “us” and “our” refer to The Central Source and it’s representatives.
- The Services
1.1 Subject to the terms of this letter we shall provide you with the services agreed above or in your engagement letter any further services agreed between us in writing from time to time (together the “Services”) in return for payment as provided in your payment schedule.
1.2 Any dates and times specified in your schedule or otherwise agreed between us are subject to variation at our discretion and time shall not be of the essence in the performance of the Services. Our provision of the Services is subject to:
1.2.1 Your timely payment of all Charges and Expenses due; and
1.2.2 Your fulfilment of the duties and provision of the information otherwise reasonably required by us from time to time (together the “Client Duties”), which you undertake to do promptly and in such manner as we may reasonably direct.
- Charges and Expenses
2.1 Our charges for the Services (the “Charges”) are as referred to in your client engagement letter or company website and are payable within 7 days of our invoices or if for monthly payments due on the same date each calendar month (or in any case where payment is due in advance of a particular Service, immediately on receipt of our invoice)
2.2 Our invoices shall be issued at or after the stages/times agreed for such Charges.
2.3 You undertake promptly:
2.3.1 To meet any third party expenses referred to in or agreed between us in writing from time to time; and
2.3.2 To reimburse any further expenses (including applicable VAT) reasonably incurred by us in relation to the Services including an additional charge of 5% (five-percent) late penalty to all balances that are not paid in a timely manner by Client as per the invoice. Where we perform any Services not included within Schedule 1 Part 1, any additional charges agreed between us in that respect shall be due at the times agreed (which shall, in the absence of specific agreement, be deemed to be immediately after performance).
2.4 All payments of Charges and Expenses shall be made in cleared funds into the bank account notified by us. For any late or non-payment of funds, we reserve the right to charge compound interest in accordance with The Late Payment Act, 1998.
2.5 Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee. If client cancels attendance at the Program for any reason whatsoever, Client will receive no refund.
2.6 To the extent that Client provides Company with Credit-Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth herein. If client uses a multiple- payment plan to make payments to Company, Company shall be authorised to make all charges at the time they are due and not require separate authorisation in order to do so.
Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.
2.7 Client is responsible for own Travel, accommodation and phone expenses incurred whilst part of this program unless otherwise stated.
2.8 All payments made by bank transfer to be made to Yvette Taylor Limited
- Protection of the Services
3.1 You agree not to reproduce, copy, sell trade, resell or exploit for any commercial purpose any aspect of the Services or any associated materials.
3.2 You acknowledge and confirm that all intellectual property and other proprietary rights in materials provided in connection with the Services, including without limitation copyright and any rights in designs, are owned by us or our licensors and that you shall not acquire any rights in such materials, use them for any commercial purpose or carry out any action inconsistent with such ownership.
3.3 Should you become aware of any actual or threatened infringement by any person of the intellectual property and proprietary rights referred to in clause 3.2; you undertake to inform us at once in writing.
- Confidentiality and Non-Disparagement
4.1 Each of us shall keep confidential all sensitive information relating to the other and their business (which in our case includes materials provided in connection with the Services) and not use such information for any purpose other than that for which it was provided. This clause 4.1 shall not apply to the extent that any information is required to be disclosed by law or by any court or public body having binding authority to require such disclosure.
4.2 We each agree not to engage in any conduct or communications, public or private, intended or likely to disparage the other or damage their interests.
- Client Conduct
5.1 You undertake to behave professionally, courteously and respectfully in all dealings with Yvette Taylor Limited or any person(s) acting on our behalf and any other clients or other third parties to whom you may be introduced in connection with the Services. You agree to adhere to any programme rules which we may provide from time to time and not to carry out any action intended or likely to bring us or the Services into disrepute. The failure to abide by course rules shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fee.
5.2 You agree to provide the relevant information as requested, within the time scales allocated, in writing including our project management system, in order to support the project keeping to time. Any slippage or non-provision by you forfeits your right to insist on completion on the project within the contracted weeks. Any incomplete items not provided by you, will mean we may not be able to fulfil the contract fully, and we are not to be held to account for such fulfilment. If not completed within 8 weeks after the deadlines agreed we will consider the project completed at whatever stage it is at, at that time.
5.3 Client accepts and agrees that she/he is 100% responsible for her/ his progress and results from the Program. Client accepts and agrees that she/he is the one vital element to the Program’s success and that Company cannot control Client. Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Company and its affiliates disclaim the implied warranties of titles, merchant ability, and fitness for a particular purpose. Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same results
6.1 You acknowledge that the Services involve coaching, education, business management and personal development, that their effect depends on your own level of engagement and commitment and that no specific results can therefore be guaranteed by us. We accept no responsibility for any decisions made by you as a result of the Services.
6.2 Our obligations are limited to providing the Services as expressly described in your engagement letter and no further warranties, representations or assurances are given by us save to the extent that these are implied by and cannot be excluded under law.
6.3 You acknowledge that Yvette Taylor and other representatives are not qualified medically or as a psychologist, counsellor and that the Services are not intended to be medical or therapeutic services. You confirm that you are mindful of your own wellbeing and are wholly responsible for taking any medical or therapeutic advice or treatment which is or may be to your benefit, without guidance or involvement on our part. Company is not responsible for any decisions made by Client as a result of the coaching, training, business management and any consequences thereof.
- Liability and Indemnity
7.1 Our liability to you in connection with the Services (including without limitation as a result of any breach of this letter or negligence) shall be limited to the level of the Charges actually paid by you to us under your engagement letter.
7.2 We do not accept any liability whatsoever for:
7.2.1 Any consequential or indirect losses, loss of profit, business, goodwill and/or anticipated savings;
7.2.2 Any failure or delay in performing the Services to the extent arising from any matter beyond our reasonable control.
7.3 You undertake to indemnify us and any person(s) acting on our behalf in connection with the Services for any and all losses, costs, claims or demands suffered by us or them arising as a result of your acts or omissions.
7.4 The limitations of liability in this clause 7 apply to the company and all person(s) acting on the companies’ behalf including without limitation Yvette Taylor, personally. However nothing in this letter shall limit the liability of any person in respect of any matter for which it is not possible to limit liability at law.
8.1 Either of us may terminate this immediately by giving the other party notice in writing (excluding email) where the other party:
8.1.1 Materially breaches any provision of this letter and fails to remedy the breach within 7 days of the first party serving written notice referring to this clause 8.1, specifying the breach and requiring it to be remedied (and any failure to pay Charges or Expenses when due is deemed a material breach); or
8.1.2 Is adjudicated bankrupt or seeks to negotiate or is party to any voluntary arrangement or composition with creditors; or
8.1.3 Is admitted to hospital pursuant to any mental health legislation, or is subject to any order of a court having jurisdiction (in the UK or elsewhere) in matters concerning mental disorder, for detention or for the appointment of a person to exercise powers regarding its property or affairs.
8.2 This letter terminates automatically on your, Yvette Taylor death (or anyone acting on behalf of Yvette Taylor Limited).
8.3 Either of us may terminate this letter with 30 days’ notice in writing (excluding email) to the other at any time, if the Client terminates the contract all fees due to the Company remain due.
8.4 Termination shall be without prejudice to the rights or obligations of either party accrued up to termination and all rights and obligations set out in this letter other than those contained in section 1. Where any Services are partially completed at termination and not paid for in advance, we reserve the right to invoice a fair pro rata amount of the total Charge for such Services. For any uncompleted Services not paid for in advance, any reimbursement shall be in our absolute discretion.
8.5 In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable. Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client. In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company’s services.
- Photos and Recordings
9.1 Your purchase is also consent that we may use photos and audio and/or audio-visual recordings being taken in the course of the Services, events and training and to such photos and recordings (and your name, voice and likeness) being used by us for the purpose of any lecture, teaching, coaching and marketing materials used, or other goods and services offered, by us in the future, without any entitlement to compensation arising for you.
10.1 Notices served under this letter shall be in writing and sent by first class mail or by hand to the address specified in your engagement letter, or to such other address as the relevant party may notify in writing in accordance with this clause 10.1. Notices shall be deemed served at 9.00am on the first Working Day following delivery by hand or the second working day following delivery by first class mail, a “Working Day” being any day on which UK banks are open for business.
10.2 You may not assign any of your rights or sub-contract or otherwise delegate any of your obligations under this letter except with our prior written consent. We may assign our rights and delegate our obligations in our absolute discretion.
10.3 Failure or delay by either party to insist upon strict performance of any provision of this letter or to exercise any right shall not be construed as a waiver of any breach or right.
10.4 If any provision of this letter is held by any court or other competent authority to be void or unenforceable in whole or part, this letter shall continue to be valid as to its other provisions and the remainder of the affected provision.
10.5 Nothing in this letter shall create, or be deemed to create, a partnership or the relationship of principal/agent or employer/employee between the parties.
10.6 For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any term of this letter to be enforced by any third parties, save that (i) clause 7 may be enforced by the persons acting on behalf of Yvette Taylor on the basis referred to within it, including without limitation Yvette Taylor personally, and (ii) any third party right which exists or is available independently of that Act is preserved.
10.7 This letter constitutes the parties’ entire controlling agreement and supersedes all prior arrangements and understandings relating to its subject matter and may not be varied except by a written instrument executed by both parties.
10.8 Headings are for convenience only and shall not be used to aid interpretation.
10.9 References to “written” and “in writing” include email unless otherwise indicated. References to a “person” include both individuals and incorporated legal entities.
10.10 You acknowledge that, in entering into this letter, you do not do so on the basis of, and do not rely on, any representation, warranty or other provision except as expressly provided in this letter, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
10.11 This letter and any non-contractual claims or disputes shall be governed by and construed in all respects in accordance with English law, and each party hereby submits to the exclusive jurisdiction of the English courts.