Terms and Conditions

Terms of Business

Welcome to MSP-Leadership Ltd (“MSP”). These Terms of Business are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of our services and apply to You from the time that MSP provides you with a Consulting Agreement or accept and approve the proposal.

MSP’s service will evolve over time based on delegate feedback. These Terms are not intended to answer every question or address every issue raised by the use of the MSP service. MSP reserves the right to change these terms at any time, effective upon the posting of modified terms and MSP will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated at the close of business on 24th May 2018.


Definitions

"Agreement"

means the Consulting Agreement or Proposal

"Fee"

means the monthly fee (excluding tax) payable by You in accordance with the Fee Schedule.

"Confidential Information"

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data"

means any data inputted by You or with Your authority into the Website.

"Fee Schedule"

means the information relating to billing set and agreed on the MSP-Leadership Consulting Agreement.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Service"

means the Consulting, Training, Development & Coaching.

“Client”

The “Client/Coachee” is the person(s) being coached, or a delegate of a programme.

“Programme Sponsor or Sponsor”

The “sponsor” is the entity (including its representatives) paying for and/or arranging for coaching services to be provided. In all cases, coaching engagement agreements should clearly establish the rights, roles and responsibilities for both the client and sponsor if the client and sponsor are different people.

"Website"

means the Internet site at the domain www.msp-leadership.com.

"MSP"

means MSP-Leadership Limited which is Registered as a limited company in the UK 07380829 VAT 272 7323 03. Blake House, 18 Blake Street, York YO1 8QG.

"Invited Delegate"

means any person or entity, other than the Programme Sponsor, that uses the Service with the authorisation of the Programme Sponsor from time to time.

"You"

means the Programme Sponsor, and where the context permits, an Invited Delegate. "Your" has a corresponding meaning.


1) Use of Service

MSP grants You the right to access and use the Service in the agreed method, whether - Face to face, telephone or video chat with the delegate roles available to You according to Your agreement. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Programme Sponsor and the Invited Delegates, or any other applicable laws:

 

1.    the Programme Sponsor determines who is an Invited Delegate.

2.    the Programme Sponsor is responsible for all Invited Delegates’ use of the Service;

3.    the Programme Sponsor controls each Invited Delegate’s Service at all times, and can review or change an Invited Delegate’s involvement at any time and for any reason;

2) Appointment

1.      We agree to supply the Services to you and you agree to pay the Fee for the same subject to these Terms.

2.      The exact date and time of our supply of the Services is outlined in the proposal document or consulting agreement, or both parties confirm a date and time via email, or by means of a booking system such as “Calendly”.

3.      The amount of the Fee shall be agreed in advance between the parties when you accept our proposal, or sign our consulting agreement, or select one of the Services by our website / booking system. By selecting/accepting/signing, you are agreeing to pay the Fee in line with the payment schedule as stated in the proposal.

4.      No variation to these Terms shall be binding unless agreed in writing and signed by both parties.

3) Your Status

1.      By purchasing services from us, you warrant that: (i) You are legally capable of entering into binding contracts; and (ii) You are at least 18 years old.

2.      You understand that your consulting/coaching/training results are dependent on your actions. You enter with the full understanding that you are wholly responsible for creating your own results.

3.      You understand and agree that the Services provided by us is in no way to be construed as psychological counselling or therapy.

4) Our obligations

1.      We shall endeavour to provide the Services in accordance with these Terms.

2.      If we cancel the Services or a Session, as applicable, for any reason, we shall offer you a new date for the Services or the Session and no additional Fee shall be payable by you.

3.      We acknowledge that anything you share with us is completely confidential. We undertake not to disclose any information you share with us in any session in any way whatsoever (unless in the unlikely event we are required to do so by law).

4.      We take your privacy seriously. You can see how we handle your data in our privacy policy.

5) Your obligations

1.      You shall: (i) co-operate with us as reasonably necessary to enable us to provide the Services; and (ii) notify us of if you have any special requirements relating to the Services prior to us providing the Services.

2.      You understand that for our work to be effective it’s important for you to be as honest, open and at ease as possible.

3.      You shall notify us if: (i) you say or do anything in a session that you don’t feel comfortable with; and (ii) you have any concern at all with the way we are working.

6) Payment

1.      Payment of the Fee by you to us shall be paid as per the Payment Schedule stipulated in the proposal.

2.      Payment of all sums shall be made in pounds sterling, through either online payment systems or via an invoice/direct BACS.

3.      You understand and agree that, in the event that you fail to comply with this Clause, we reserve the right to: (i) charge interest on any late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, on the amount unpaid at the rate of 8% per annum above the Bank of England base rate from time to time, from (and including) the date on which payment was due until (and excluding) the date on which payment in full is made; and (ii) claim compensation for any reasonable debt recovery costs incurred by us from you should any action be undertaken to obtain settlement of the account.

4.      All amounts payable by you under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being.

7) Cancellation, Rescheduling and Credit

Should you need to cancel or reschedule the delivery of any of the services prior to the full delivery of these services, you shall provide written notice by email and make the payments on the dates specified in the “Fee Schedule”. In consideration, MSP will grant you a credit for fees already paid or scheduled to be paid and you will be able to apply this credit toward the delivery of future services, provided, however,

a.    such rescheduled services shall be net of courses or services already delivered and/or scheduled to be delivered per the scope of work outlined in the proposal.

b.    such services will be scheduled to be delivered within 90 Days of your written notice at a mutually agreed time.

c.     such notice is given at least 30 days before the service delivery date.

8) Intellectual property rights and confidentiality

We have spent considerable time and costs in the development of our consulting/ coaching/training systems/processes and all information which we, our employees, agents or subcontractors provide in relation to the service provided.  In the materials, including to but limited to information provided orally, in writing or electronic form and delivered in lectures/seminars/workshops/discussions/coaching, and consulting sessions. 

You acknowledge and agree that such information and materials may be confidential in nature and contain valuable trade secrets, technical and commercial know-how, specifications, inventions, process and initiatives.

You shall not make or permit the making of any copies, reproductions, recordings, interpretations or analysis of course materials. You shall restrict disclosure of any confidential information to employees, agents or subcontractors as need to know for performance of the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality and obligations prohibiting the reproduction of materials corresponding to those that bind you.

All intellectual property rights (defined below) in arising out of or in connection with the Agreement and in the Materials shall be owned by the Company and nothing in the Agreement shall grant you any Intellectual Property Rights.

Intellectual Property Rights means all patents, right to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair completion rights, rights in design, rights in computer software, database right, topography rights, moral 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 for renewals or extensions of such rights, and all similar or equivalent rights or forms in protection in any part of the world.

This clause shall survive termination of the Contract.

9) Limitation of liability

1.    We shall not be liable to you (excluding for personal injury or death, fraud, or wilful default) for any loss or damage (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, and whether in tort (including without limitation negligence, contract or otherwise) that may result in connection with the Services.

2.    Our liability to you shall always be limited to the amount paid, if any, by you for the Services.

10) Publicity and Marketing

MSP will work within the clients Non-Disclosure Agreement at all times.  The client authorises MSP to utilise the clients logo and associated trademarks as well as any media, photos, or footage from the programme solely for the purpose of marketing MSP’s services. MSP will seek your approval of all intended media posts. You will seek MSP approval for all intended media posts that reference the provided service in anyway.

11) Release of Information

Our employees, agents or subcontractors will from time to time engage in training and for continuing education pursuing and/or maintaining recognised bodies like the ICF (International Coach Federation) Credentials.

That process requires the names and contact information of all Clients for possible verification by these recognised bodies like ICF. By signing this agreement, you agree to have only your name, contact information and start and end dates of coaching shared with these recognised bodies such as the ICF staff members and/or other parties involved in this process for the sole and necessary purpose of verifying the coaching relationship, no personal notes will be shared.

According to the ethics of our profession, topics may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes.

12) Signatures

This Agreement may be executed in counterparts, each of which when so executed will be deemed to be an original.  Such counterparts together will constitute one agreement. Signatures may be exchanged via digital signature or electronic mail and the parties hereto agree that signature so exchanged shall be binding to the same extent as if original signatures were exchanged.

The Agreement contains the entire agreement between the parties relative to the services referenced herein and supersede all prior agreements, letters, or oral representations regarding the same. No additions or changes hereto shall be binding upon either party unless in writing and signed by an authorized representative of each party.

13) Notices

All notices to be given under these Terms will be in writing (which may include email). Any notice given by email shall be deemed served when despatched.

14) Sickness and Ill Health

If our performance of any of our obligations under the contract is prevented or delayed due to sickness or ill health or the sickness or ill health of any of our employees, agents or subcontractors we shall inform you as soon as is reasonably practicable and such sickness or ill health constitutes a Force Majeure.

15) Force Majeure

We shall not be liable to you or deemed to be in breach of these Terms by reason of any delay in performing or any failure to perform any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control.

16) Waiver

No delay or failure by either party to exercise any of its powers, rights or remedies under these Terms will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

17) Termination

Without limiting our rights or remedies, we shall have the right to terminate the Contract or cancel any Order immediately by notice to you.

18) Severability

If any part of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable. Then such part will be severed from these Terms, the remainder of which will continue to be valid and enforceable to the fullest extent permitted by law.

19) Entire agreement

These Terms together with our Consulting Agreement constitute the entire agreement between the parties and shall exclude of any other agreement, or understanding of any kind, whether oral or written, relating to the Services.

20) Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.