The Terms & Conditions for Pinecroft Holdings Ltd
The following definitions are to be used in line with these terms & conditions.
This document in whole or part whether making reference to the Company or the Client their employees or agents or sub-contractors.
In these Terms the Company refers to Pinecroft Holdings Ltd incorporated in England and Wales registered number 11599773 registered office Pinecroft, Main St. Walton, Wetherby, West Yorkshire, LS23 7DJ and its trading names of:
- Small Business Marketing Coach
- Rachel Bentley Online.
An organisation (including a sole trader, or partnership) which agrees to buy Goods and Services, or services, from the Company.
Goods and Services:
These are the services/products that the Client would agree to obtain from the Company. Namely:
– 1 to 1 Coaching.
– Group Programs.
– Downloads and E Books.
This is the documentation required to secure the relationship between Pinecroft Holdings Ltd, including any of its trading names and its customer.
The methods utilised to collect, store and destroy the data required to maintain relationships and deliver the Goods and Services provided by the Company through an ongoing contractual relationship or as a single order.
The Company’s employees, or agents, are not authorised to make any representations concerning the Goods and Services being offered by the Company unless confirmed by the Company in writing. By entering into a Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Any advice, or recommendation, given by the Company or its employees or agents to the Client or its employees or agents as to the storage, application or use of the Goods and Services which is not confirmed in writing by the Company (or evident in any publicly available documentation), is followed, or acted upon, entirely at their own risk. Accordingly, the Company shall not be liable for any such advice or recommendation which is not so confirmed.
- Orders and Specifications.
Any offer of products, or services by the Company to a Client shall not be deemed to be accepted as an order until confirmed in writing by the Company, or its authorised representative.
The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client and for giving the Company any necessary information within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
If any alteration, replacement, or repair, is to be applied to the Goods and Services in accordance with a specification submitted by the Client, or if the services are to be provided by the Company in accordance with a specification of the Client, the Client shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the company in connection with or paid, or agreed to be paid, by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial, or intellectual, property rights of any persons which results from the Company’s use of the Client’s specification.
The Company reserves the right to alter the specification of the Goods and Services in order to conform with any applicable safety, or other statutory, requirements which do not materially affect their quality or performance.
- Client’s Cancellation.
No provision which has been accepted by the Company and the Client may be cancelled by the Client except with the agreement, in writing, of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and carriage), damages, charges, and expenses incurred by the Company as a result of cancellation. Full details can be found in the Cancellation and Refunds section within this document.
- Property and Confidentiality.
All copyright, trademark and other intellectual property rights in any and all material developed or prepared by the Company, its employees, agents and sub-contractors in relation to the Goods and Services and any enhancement or modification to them are the exclusive property of the Company.
Subject as set out below, each of the Company and the Client shall at all times during the term of the contract and after its termination:
5.2.1 Use their reasonable endeavours to keep all confidential information relating to the other party secure and accordingly not disclose such information to any person, or party, outside of the agreement, or order for Goods and Services, save in connection with the execution of the agreement.
5.2.2 Not use any confidential information for any purpose other than in connection with the performance of the agreement, or order for Goods and Services.
The restrictions set out in clause 5.2 shall not apply to the extent that any confidential information is:
5.3.1 Trivial or obvious;
5.3.2 In the public domain other than as a reach of this clause by either party; or
5.3.3 Required to be disclosed by law
Upon request by the Company and in any event on the termination of the agreement, order of Goods and Services, or cessation of relationship, the Client shall, at the Client’s expense, promptly deliver to the Company, all confidential information, in whatever form that it is in, in the Client’s custody, control or possession.
The provision made by the Company is set at a standard whereby information collated on individuals is treated equally to information on organisations.
In principle any personal information utilised will be that which is necessary to
6.1.1 Engage with an organisation (or sole trader) as a Client.
6.1.2 To deliver the Goods and Services ordered from the Company.
The basic elements of the policies of the Company are as follows:
6.2.1 Data will be collated, processed, stored and securely destroyed in line with data protection laws.
6.2.2 Data sharing will only occur where consent has been obtained, or where it may be absolutely necessary for legal, or other reasons.
6.2.3 The maximum amount of time data will be stored will be 7 years, except where legal – or other reasons – preclude this maximum.
6.2.4 Data will be gathered to pursue and/or record the contractual relationship between the Company and a Client.
Data (which may include personal information) will only be gathered to:
6.3.1 Manage business relationships.
6.3.2 Process enquiries.
6.3.3 Process orders for Goods and Services with suppliers.
6.3.4 Record financial information relating to purchases or sales of the Company.
6.3.5 Deliver and receive orders.
6.3.6 Identify those not to be pursued as clients or suppliers.
Any data collected and processed, including personal data, will be retained for seven years, except where legal, or other reasons, require it to be retained for longer. All data collected will be for the purpose of fulfilling the contractual relationship between the Company and the Client.
Certain services provided by the Company require the sharing of data, through the use of partners. In such cases the Client is to read and accept the terms and conditions and privacy settings issued by our third party providers.
Other methods of data sharing will include:
- Upon request by an individual.
- Subscription to online services utilised by the Company.
- Back ups to Third Party Cloud Storage utilised by the Company.
- Use of file transfer services utilised by the Company.
- Client’s Obligations.
The Client shall provide the Company with such information as the Company may reasonably require concerning the operations of the Client and which be reasonably necessary for the Company to provide the requested Goods and Services to the Client.
The Client shall provide, free of charge, such assistance and facilities as the Company may reasonably require for the proper performance of the Contract in order to provide the Goods and Services.
- Client’s Indemnity.
The Client shall indemnify the Company and keep the Company fully and effectively indemnified, on demand, against any loss of, or damage to, any property or injury to or death of any person caused by the negligent act, or omission, or wilful misconduct, of the Client, its employees, agents, or sub-contractors.
The Client shall not (whether directly, or indirectly, or whether on its own account or for the account of any other person), at any time during the period from the commencement of (or acceptance of), to the first anniversary of the date of termination of these Terms, or the termination of an active relationship, for any reason whatsoever employ or engage, or endeavour to employ or engage, any director, employee, agent, or sub-contractor of the Company in any way, except by way of mutual agreement.
The price of the Goods and Services shall (subject to the Company’s right of variation – set out below) be the Company’s fees set out in the “Estimate” or, where no fee has been estimated (or an estimated fee is no longer valid), the fee listed in the Company’s published fee list as at the date of the current agreement.
The Company reserves the right, by giving notice to the Client at any time before delivery, to increase the fees to reflect: any increase in cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or transport or other similar costs), any change in dates for supply of, quantities, or specification of the Goods and Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.
If the Company gives notice to the Client of any increase in fees pursuant to the above clause(s) then the Client will be entitled within five days of receiving the Company’s advise of such an increase to cancel by means of a registered letter that part of the Contract to which the increase would be applicable.
Save where otherwise specified in the estimate, all pricing provided by the Company shall include all travelling and subsistence expenses incurred in the performance of the support provided.
The fees are exclusive of any applicable value added tax (VAT), which the Client shall be additionally liable to pay to the Company.
- Terms of Payment.
The Company shall be entitled to invoice the Client for the fees on or at any time after the date of the Contract to obtain Goods and Services from the Company.
Save where otherwise specified in the estimate, the Client shall pay the fees within 30 days of the date of the Company’s invoice at the address of the Company (including utilising direct bank transfer), notwithstanding that the delivery may not have taken place and that the property in the Goods and Services has not passed to the Client. The time of payment of fees shall be of the essence of the Contract. Receipts for payment will only be issued upon request.
In the event that the Client, in breach of any of the provisions hereof, sells the Goods and Services to any third party or commences any manufacturing or other process with the Goods and Services, payment for the Goods and Services shall be due immediately notwithstanding any previous agreement to the contrary.
If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
11.4.1 Cancel the Contract or suspend any further performance of support or any further deliveries of Goods and Services until all outstanding invoice amounts, including interest amounts accrued thereon, have been settled.
11.4.2 Appropriate any payment made by the Client to such of the Goods and Services (or any other contract between the Client and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Client).
11.4.3 Require in respect of all future supplies payment in cash or such guarantees as the Company may require prior to the supply of the Goods and Services and;
11.4.4 Charge the Client interest (both before and after any judgement) on the amount unpaid at the rate of 4 per cent per annum above the Bank of England base rate from time to time or 8 per cent per annum (whichever shall be the greater), until the payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
When payment is made through a bank the date on which the Company’s account is credited by the bank will be regarded as the date of payment. When payment is made by cheque, the date on which the cheque is cleared by the Company’s bank will be regarded as the date of payment.
All costs incurred by the Company (including legal costs incurred prior to the issue of any proceedings or in presenting a petition for winding up of) and incidental to the collection of all sums due or unpaid shall be borne by the Client.
- Risk in relation to the Goods and Services.
Risk of damage to, or loss of, the Goods and Services shall pass to the Client:
12.1.1 In the case of Goods and Services to be collected from the Company’s premises, at the time when the Company notifies the Client that the Goods and Services are available for collection; or
12.1.2 In any other case at the time of delivery or, if the Client fails to take delivery of the Goods and Services, the time when the Company has tendered delivery of the Goods and Services.
- Company’s Liability.
Except in respect of fraud, death, or personal injury caused by the Company’s negligence:
13.1.1 The Company shall not be liable pursuant to the Contract for any loss of profits or goodwill or for any type of indirect, special or consequential loss (including loss or damage suffered as a result of an action brought by a third party) even if such a loss was reasonably foreseeable or the Company had been advised of the possibility of the loss being incurred.
13.1.2 The maximum liability of the Company pursuant to the Contract for any damage to property resulting from the Company’s negligence shall not exceed £2,000,000 and.
13.1.3 The entire liability of the Company for any other loss or damage suffered by the Client under or in connection with the Contract shall not exceed an amount equal to (in respect of the supply of Goods and Services), the aggregate price for the Goods and Services.
- Delivery of Goods and Services.
Any dates quoted for delivery or collection of the Goods and Services are approximate only and the Company shall not be liable for any delay, however, caused. Time for delivery or collection of the Goods and Services shall not be the essence unless previously agreed by the Company in writing, and any delay shall not entitle the Client to cancel the Contract.
14.2 Delivery by Instalment.
Where the Goods and Services are to be delivered in instalments the Client will be bound by the terms within the contract for those Goods and Services and these Terms. Subject to the identification of conditions provided for in the contract, the Company may choose to cancel the contract with the Client, subject to their rights within the Contract and these Terms.
The services this would typically, but not exclusively, be applicable for are:
14.2.1. Use of group workshops.
14.2.2. Use of MemberVault, including its content.
14.2.3. 1 to 1 mentoring programmes.
14.2.4. Access to electronic learning subscription.
- Reservation of Title in the Goods and Services.
In the event of the Client reselling the Goods and Services as referred to above any benefit of claim against the sub-buyer or sub-buyers is hereby assigned to the Company by the Client.
Until such time as the property in the Goods and Services passes to the Client, the Company shall be entitled at any time to require the Client to deliver up the Goods and Services to the Company and, if the Client fails to do so forthwith, to enter onto any premises of the Client or any third party where the Goods and Services are stored and repossess the Goods and Services.
The Client shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods and Services which remain the property of the Company, but of the Client does so all money owing by the Client to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
Subject to the following provisions, the Company warrants to the Client:
16.1.1 that the Goods and Services will be satisfactory within the meaning of the Sale of Goods and Services Act 1979, will correspond with their specification and will comply with all statutory requirements relating to the Sale of Goods and Services; and
16.1.2 that the support will be provided using reasonable skill and care and will comply with all statutory requirements and regulations.
The Company shall be under no liability:
16.2.1 in respect of any Goods and Services provided and/or supplied to the Client;
16.2.2 in respect of any loss, cost or expense arising from the negligence of the Client or the Client’s employees or agents or sub-contractors or any failure to follow the Company’s instructions (whether oral or in writing); or
16.2.3 if the total fees have not been paid by the due date for payment; or
16.2.5 in respect of any parts, materials or equipment not manufactured by the Company, in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer of the Goods.
Subject as expressly provided in these Terms, and except where the Goods and Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, terms or terms implied by statue or common law are excluded to the fullest extent permitted by law.
Where the Goods and Services are sold to a person dealing under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.
Any claim by the Client shall be notified to the Company within 2 months of the date giving rise to the claim and, where the claim is based on any defect in the quality or condition of the Goods and Services or their failure to correspond with the specification, shall (whether of not delivery is refused by the Client) be notified to the Company within 2 months of the date of delivery or (where the defect was not apparent on reasonable inspection) within a reasonable time not exceeding 2 months after the discovery of the defect or failure. If the delivery is not refused, and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the Goods and Services, the Company shall have no liability for such defect or failure, and the Client shall be bound to pay the fees as if the Goods and Services had been delivered in accordance with the Contract. In no event shall the Client be entitled to reject the Goods and Services on the basis of any defect or failure which would be unreasonable for the Client to reject them.
Where any valid claim in respect of any of the Goods and Services which is based on any defect in the quality or condition of the Goods and Services or their failure to meet specification is notified to the Company in accordance with these Terms, the Company shall be entitled to make good the defect or replace the Goods and Services (or the element in question) free of charge, in which case the Company shall have no further liability to the Client.
- Force Majeure.
The Company shall not be liable to the Client or be deemed to be in breach of the contract by reason of delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods and Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control.
18.1.1 act of God, explosion, flood, tempest, fire, or accident;
18.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
18.1.3 acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any Governmental, parliamentary or local authority.
- Insolvency of Client.
This clause applies if:
19.1.1 the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purposes of amalgamation or reconstruction); or
19.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
19.1.3 the Client ceases, or threatens to cease, to carry on business; or
19.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client and if the Goods and Services have been delivered but not paid for the fees shall become immediately due and payable forthwith notwithstanding any previous agreement or arrangement to the contrary and in the event that the price of the Goods and Services shall not be paid forthwith the Company shall be entitled to enter upon any premises of the buyer or any third party where the Goods and Services are stored and repossess the Goods and Services.
- Cancellation and Refunds.
Any cancellation of a paid 121 session, by the Client, will result in the charge for that session standing unless it in cancelled more than 48 hours before the session.
Any cancellation of a contract provided by the Company will not be considered where the service, or product, has already been delivered, or partially delivered.
In exceptional circumstances the Company will consider rearranging a session booked by the Client but not able to be taken, if it has not been possible to give more than 48 hours notice (see 20.1).
Refunds will be considered where:
- a session has been cancelled within the terms (see 20.1) AND an alternative date has not been able to be mutually agreed.
- payment has already been made to the Company by the Client.
- the Company ceases a 121 program for which payment has already been made by the Client.
and any refund will be agreed in writing and subject to an admin fee.
Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to the party giving the notice.
No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or other provisions.
If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby.
The Company shall be permitted to assign its rights and obligations under the Contract to any associated company of it or to sub-contract any of its obligations. Subject as otherwise provided, neither party shall be permitted without the written consent of the other to assign or otherwise transfer any of its rights and obligations under the Contract whether in whole or part.
These Terms and the documents referred to in it contain the whole agreement between the parties relating to the matters contemplated by these Terms and supersede all previous agreements between the parties relating to it.
Each of the parties acknowledges that in agreeing to these Terms it has not relied upon any representation, warranty, collateral contract or other assurance (except those set out in these Terms and the documents referred to in it made by or on behalf of any other party before the signature, or other acceptance, of these Terms). Each of the parties waives all rights and remedies which, but for this sub-clause, might otherwise be available to them in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this sub-clause shall limit or exclude any liability for fraud.
These conditions shall not confer any benefit or right of action on any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 and any subsequent supplementary or modifying legislation are hereby excluded to the fullest extent possible by the law.
These Terms shall be governed by the laws of England and any dispute arising shall be determined by the Courts within that jurisdiction.
Pinecroft Holdings Ltd, we or us: Pinecroft Holdings Ltd, a company incorporated in England and Wales with registered number 11599773 whose registered office is at Pinecroft, Main St. Walton, Wetherby, West Yorkshire, LS23 7DJ;