Consulting Terms
Consultancy Agreement
1. Agreement Date and Parties
The date of this Agreement is dated as of the day of the acceptance of the terms on the website as part of the purchase of the program:
The party (hereinafter called “Client”) accepting these Terms is the person or legal entity accepting these Terms on the website listed below.
The party (hereinafter called “Consultancy) is the legal entity stated:
UnNoticed Ventures Ltd with its registered office at The Knoll Business Centre Unit W8A 325-327 Old Shoreham Road, Hove, BN3 7GS, United Kingdom
Registered in the UK as Company Number: 12639866
The website referred to is: https://www.academy.theunnoticed.cc
2. The Term
2.1 The Client engages the Consultancy to provide the services described in the Schedule in accordance with those laid out in the online coaching program (“Services” in this Agreement) found at ‘website.'
2.2 This Agreement will continue for the Term. The Term starts on the Signing Date (at the beginning of this Agreement) and will continue until it ends as set out in the Schedule, unless ended earlier in accordance with clause 10.
3. Consultancy's Responsibilities
3.1 During this Agreement:
3.1.1 the Consultancy will provide the Services using a reasonable degree of skill and care;
3.1.2 the Consultancy will meet the Client's reasonable expectations by providing the Services during the regular business hours of the Client on weekdays (excluding public and bank holidays);
3.1.3 the Consultancy will tell the Client as soon as it reasonably can if the Consultancy is unable to provide the Services or any part the Services for any reason;
3.1.4 the Consultancy will make reasonable efforts to ensure that it is available at all reasonable times (as long as the Consultancy is given reasonable advance notice) to provide any assistance or information the Client in relation to the Services;
3.1.5 the Consultancy will not incur any expense on the Client's behalf, unless the Client specifically requests in writing they do so, or give the impression it is allowed to do so;
3.1.6 the Consultancy will comply with all reasonable standards of safety and with the Client's written health and safety procedures, at the place where the Services are provided, and report any unsafe working conditions or practices to the Client Provided that the Client has made the Consultancy aware in writing of such standards of safety and health and safety procedures;
3.1.7 the Consultancy will comply with all applicable anti-bribery and anti-corruption laws about including the Bribery Act 2010, and also with any of the Client's policies of which the Consultancy is made aware in writing; and
3.1.8 the Consultancy will make sure that to the best of its knowledge and belief nothing the Consultancy provides contains material which may be unlawful, obscene, insulting or prejudicial towards any individual or group.
3.2 the Consultancy is not subject to the control, direction, management or supervision of the Client as to the way in which the Services are to be delivered or the place of delivery. The Consultancy will decide the way in which the Services are to be delivered provided that in doing so the Consultancy shall co-operate with the Client and comply with all reasonable and lawful requests of the Client.
3.3 The Consultancy may provide the Services from such locations as are appropriate in the Consultancy's judgement.
3.4 The Consultancy shall not be required to provide any advice and assistance in addition to the Services. Any requests to provide any additional advice and assistance shall be agreed by the Consultancy before the advice or assistance is provided, including the fee payable for such additional advice and assistance.
3.5 The details of any new fee arrangements between the Consultancy and Client shall be agreed in writing and the Schedule shall be amended to show that agreement.
3.6 The Client shall not have to offer the Consultancy any further, additional or future work during or after this Agreement and the Consultancy shall not have to accept any offer of work made by the Client. The Consultancy is not obliged to make its services available except for the performance of its obligations under this Agreement. Neither party wishes to create or imply any mutuality of obligation between themselves. Obligations of the consultant limited to the Services purchased under the terms is agreement. This Agreement shall not extend beyond the current term without a variation being signed pursuant to clause 3.5.
3.7 The Consultancy shall, at its own cost, provide all equipment as is necessary for the satisfactory performance of the Services.
3.8 The Consultancy shall manage it’s own expenses as to place of work and will not charge additional fees to the client for the same.
3.9 The Consultancy will comply with the Client's data protection policy and any other policies that apply to the processing of data provided it has been made of such policies in writing.
3.10 In addition to the general obligations of the Consultancy under clause 3.10, the Client will (for the benefit of the Consultancy) and the Consultancy will (for the benefit of the Client) carry out the following obligations, the beneficiary of such obligations being referred to as ‘the Beneficiary’ below):
3.10.1 co-operate fully with the Beneficiary to allow the Beneficiary to comply with all of its obligations under all applicable data protection legislation;
3.10.2 implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of personal data (in each case as defined in applicable data protection legislation) and against accidental loss and destruction of or damage to personal data;
3.10.3 process any personal data disclosed to the relevant party by or on behalf of the Beneficiary as processor and only:
(a) In accordance with the Beneficiary’s written instructions; and
(b) for the purposes for which that personal data was obtained and processed by the Beneficiary;
3.10.4 provide such available documentary evidence of the Client’s or the Consultancy’s compliance (as the case may be) with its obligations under clause 3.10 as the Beneficiary may from time to time reasonably request;
3.10.5 immediately on receiving notice from the Beneficiary, take all appropriate action to enable the Beneficiary to comply fully and in a timely manner with any request from a data subject in relation to access to and/or rectification or erasure of personal data; and
3.10.6 immediately notify the Beneficiary of any misuse or loss of data of personal data of which the Client or the Consultancy (as the case may be) becomes aware in the course of the Term of this Agreement.
4.Client's Responsibilities
4.1 The Client will provide the Consultancy with access to staff, information, and/or premises and/or equipment so that the Consultancy can provide the Services.
4.2 The Client shall notify the Consultancy in writing of any statutory rules or regulations that apply to the Consultancy and of any policies which apply to the Consultancy during the course of providing the Services.
4.3 Where other people or organisations (including employees of the Client but excluding any person engaged or employed by the Consultancy) have to do something in order for the Consultancy to provide the Services, the Consultancy will not be responsible for any delay to the delivery of the Services or if the Services are not completed in full or at all because those other people or organisations do not do what they are supposed to do on time, in part or at all.
4.4 The Client shall notify the Consultancy if during the Term, the Client must make a determination as to its employment status in accordance with Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) and shall engage in good faith with the Consultancy to:
4.4.1 seek the advice of tax consultants to confirm the employment status of the Consultancy;
4.4.2 agree and undertake any changes to the instruction and delivery of the Services;
4.4.3 incorporate any changes to the working pattern or obligations of the Consultancy in changes to the schedule and a variation to this Agreement (see clause 3.5); and
4.4.4 ensure that such changes are adopted fully, as soon as practicable and evidenced in reporting.
5.Fees
5.1 The Client shall:
5.1.1 pay the Consultancy the fee set out in the Schedule, together with any VAT that applies, provided that the Consultancy has sent an invoice in the way set out in the Schedule, together with any details of the hours or days worked on the Services during the period covered by the invoice;
5.1.2 pay each invoice within the period set out in the Schedule;
5.1.3 not be entitled to deduct from these fees any sums that the Consultancy may owe to the Client at any time.
5.2 The Consultancy is not entitled to any payment or fee for any day when it does not provide the Services.
5.3 Payment of fees or any expenses by the Client shall not affect any of the Client's claims or rights against the Consultancy if the Consultancy does not provide the Services in accordance with this Agreement.
5.4 For the avoidance of doubt the Consultancy shall not be obligated to provide any further Services for any period where (i) the Consultancy has invoiced in accordance with this Agreement and (ii) the Client has not paid such invoice in full as required by (and in accordance with the timing set out in) the Schedule.
6.Expenses
6.1 The Consultancy shall be responsible for all expenses that it has to pay in order to carry out the Services unless some other agreement is made between the Consultancy and the Client.
6.2 If the Client agrees to pay any of the Consultancy's expenses, the Consultancy will:
6.2.1 provide receipts or other valid evidence of payment; and
6.2.2 get the Client's agreement in writing before the Consultancy incurs any expenses that are greater than the sum(s) set out in the Schedule.
6.3 The Consultancy must invoice the Client for the expenses claimed and, if they are due, the Client must pay them (together with any VAT due) within the period set out in the Schedule.
6.4 If the Consultancy has to travel abroad in the course of this Agreement, the Consultancy will be responsible for any necessary insurance, vaccinations and immigration requirements which apply to him/her and the Client shall bear no responsibility.
7. Other Activities
7.1 The Consultancy can engage in any other business during the Term provided that it:
7.1.1 does not breach the terms of this Agreement;
7.1.2 does not cause the Consultancy a conflict of interest in relation to its ability to deliver the Services;
7.1.3 does not interfere or try to interfere in any contract, agreement or arrangement between the Client and any third party; and
7.1.4 does not discourage any third party from doing business with the Client, or entice or encourage such third parties to enter into contracts with a competitor of the Client or with the Consultancy, once they have indicated their intention to enter into a contractual relationship with the Client.
8. Confidential Information
8.1 Confidential Information shall mean any trade secrets or other information (in whatever form and wherever kept) relating to the business or clients of the Client, which is confidential to the Client (which may be marked as "confidential", is described as "confidential" or which is obviously confidential), and includes any copies of such information.
8.2 The Consultancy may not use or disclose to anyone, any Confidential Information about the Client's business that they may see or find out when providing the Services, including Confidential Information in any form relating to customers, products, technical data and trade secrets, unless:
8.2.1 the Consultancy's work makes it necessary to disclose the information to someone in order that they can help fulfil the Services;
8.2.2 the Client approves its disclosure;
8.2.3 the law, or a body with legal or regulatory authority requires it to be disclosed;
8.2.4 the information is already public and known by others (but not because the Consultancy told them).
8.3 The Consultancy will protect the Confidential Information against unauthorised disclosure by using the same degree of care as the Consultancy takes to look after and keep safe its own confidential information of a similar nature, being at least a reasonable standard in line with industry standards.
8.4 At any time during this Agreement, the Consultancy will quickly return to the Client on request, all Confidential Information and anything else the Client owns, such as paperwork and data and documents created by the Consultancy on the Client's or the Consultancy's computer systems, or any other work created by the Consultancy on behalf of the Client during the Term.
9. Intellectual Property
9.1 Any "intellectual property rights" (such as copyright, or rights in designs) owned or licensed by either party prior to the date of this Agreement shall remain the property of that party or the licensor.
9.2 Any new work produced by the Consultancy in the course of carrying out the Services shall be called "Works". Where the Consultancy uses its own intellectual property rights (or the intellectual property of a third party under the terms of a licence) in the Works, then the Consultancy shall grant a non-exclusive licence to the Client to the extent necessary to facilitate the Client’s full enjoyment of the Works and, where necessary and available, rights equivalent to those of the Consultancy subject to the Client’s strict adherence to the limitations and availability of such rights.
9.3 Subject to payment in full of any Fees owed to the Consultancy in accordance with Clause 5 and the Schedule, the Consultancy assigns (and shall make sure that the Consultant assigns) to the Client, without any further payment, all intellectual property rights which arise in the Works (including any ideas or inventions or innovations it originates in the course of carrying out the Services (excluding the rights and subject to the limitations set out in clauses 9.1 and 9.2). This applies whatever form those Works take.
9.4 The Consultancy agrees (subject to clauses 9.1 and 9.2 where relevant):
9.4.1 to keep all details of such Works confidential;
9.4.2 that it shall not try to register legally any intellectual property rights in Works made during the course of carrying out the Services, and to do anything else (such as signing documents) which the Client needs to confirm the Client's ownership of such Works, or protect the Client's rights in them;
9.4.3 that it has not allowed and will not allow anyone else to use any of the Works or any of the intellectual property rights in either of them, and that nobody else is using them as far as they know;
9.4.4 that the Client may exploit, alter or change the Works without identifying the Consultancy as the creator. These rights which the Consultancy now waives are called "moral rights" which arise under the Copyright Designs and Patents Act 1988.
10. Ending this Agreement
10.1 Either the Client or the Consultancy can end this Agreement immediately by sending the other a written notice, if the other party:
10.1.1 commits any serious or repeated breach of any of its obligations under this Agreement, and (where that the breach can be remedied) does not remedy it within 14 days of receiving a written notice from the other party that requires them to remedy the breach;
10.1.2 fails to pay any amount due under this Agreement on the due date for payment and does not pay the amount due within 30 days of receiving a notice from the other party requesting payment;
10.1.3 stops, or is unable to pay its debts when they arise, or is deemed to be unable to pay its debts under the legislation known as the Insolvency Act 1986;
10.1.4 negotiates with any creditors who it owes money to reschedule its debts to them, or enters into any arrangement or compromise with its creditors concerning its debts;
10.1.5 files a petition, gives notice, passes a resolution or an order is made for it to be wound up (except if that happens as part of it combining with another company whilst it is still solvent) or is declared bankrupt;
10.1.6 has creditors, or someone else it owes money to, who become entitled to appoint an administrative receiver or take possession of any of its assets, or any other legal action is taken against its assets;
10.1.7 a court application or order is made for the appointment of an administrator over them and its affairs; or
10.1.8 stops carrying on business, or threatens to do so.
10.2 The reasons listed in this clause 10 do not limit any of the legal rights of the party which is not at fault or in default and which sends a notice bringing this Agreement to an end to the defaulting party. If that party does not exercise its rights to end this Agreement straight away, this does not mean that it is giving up its right to end this Agreement in future for that reason or for another reason.
11. Responsibilities on Termination
11.1 On termination of this Agreement the Consultancy must:
11.1.1 immediately return to the Client all of its property in its or in the Consultant's possession or to which it or he/she has access, and any materials that the Consultancy has been working on as part of the Services (for example working papers);
11.1.2 delete without undue delay all information about the Client's business that is stored electronically in the Consultancy's possession or to which either it or he/she has access; and
11.1.3 sign and deliver a statement that it has done these things.
12. Status and Substitution
12.1 The relationship between the Client and the Consultancy will be that of customer and independent contractor which means that the Consultancy is not the Client's employee, worker, agent or partner, and:
12.1.1 the Consultancy will not give the impression that they are; and
12.1.2 will do anything the Client reasonably requests when asked to confirm that this is the actual relationship.
12.2 As this is not an employment contract the Consultancy will be fully responsible for all its own tax including any national insurance contributions arising from carrying out the Services. If the Client has to pay any such tax or national insurance contributions, the Consultancy will to the extent that it would be legal, pay back to the Client in full, any money that the Client has to pay, and it will also pay back the Client for any fine or other punishment imposed on the Client because the tax or national insurance contributions were not paid by the Consultancy.
12.3 The Consultancy must ensure that any person that it uses to provide the Services on its behalf is properly qualified and trained, and has the necessary skills and experience to provide the Services to the reasonable satisfaction of the Client. Any training that the Consultancy requires shall be paid for by the Consultancy.
12.4 The Consultancy may appoint a suitably qualified and skilled substitute to perform the Services. The Client may refuse to accept any substitute only if, once any substitute is in role, it is not reasonably satisfied that the substitute has the necessary skills and qualifications to provide the Services to the Client's reasonable satisfaction. If a substitute is appointed, where this Agreement uses the word "Consultancy", it shall include the substitute.
12.5 If a substitute is appointed, the Consultancy shall:
12.5.1 be responsible for any payment agreed between the substitute and the Consultancy;
12.5.2 make sure that the substitute is able to take over the Services from the Consultancy without unreasonable disruption and shall be responsible for any additional material costs during any handover period;
12.5.3 continue to be subject to all duties and obligations in this Agreement during the appointment of the substitute;
12.5.4 ensure that the substitute signs any documents that the Consultancy is required to sign under this Agreement; and
12.5.5 ensure that the substitute receives any training that is necessary (at the Consultancy's expense).
12.6 The Consultancy shall be entitled to appoint such administrative assistants and professional advisers as it deems appropriate and shall be responsible for its assistants’ and advisers’ compliance with the terms of this Agreement.
13. Liability
13.1 The Consultancy warrants that to the best of its knowledge and belief all the Consultancy’s work is original and does not infringe anybody else's intellectual property rights.
13.2 The Consultancy will make sure that nothing the Consultancy does will infringe anybody else's data and/or privacy rights.
13.3 The Consultancy shall be responsible for any actual loss, damage or expense to the Client, which results directly from anything done by or not done by the Consultancy, in breach of this Agreement, and which arises from a judgment against the Client or a settlement entered into by the Client (with the consent of the Consultancy, not to be unreasonably withheld).
13.4 The indemnity in 13.3 above includes any such breach by the Consultancy of Clauses 13.1 and/or 13.2 above.
13.5 The Consultancy shall, at its own expense, have conduct of any proceedings and may take whatever action it, in its sole discretion, decides.
13.6 The Consultancy shall pay the Client, in full, any money that the Client has to pay, as well as any fine or other payment imposed on the Client relating to such judgment or settlement provided that the total amount that the Consultancy has to pay is not more than the total amount of fees or other payments the Consultancy has received from the Client during the previous 12 months at the date of such judgment or settlement.
13.7 The Client warrants that to the best of its knowledge and belief all materials supplied by or on behalf of the Client to the Consultancy are original and do not infringe anybody else's intellectual property rights.
13.8. The Client will make sure that nothing the Client does will infringe anybody else's data and/or privacy rights.
13.9 The Client shall be responsible for any actual loss, damage or expense to the Consultancy, which results directly from anything done by or not done by the Client, in breach of this Agreement, and which arises from a judgment against the Consultancy or a settlement entered into by the Consultancy (with the consent of the Client, not to be unreasonably withheld).
13.10 The indemnity in 13.9 above includes any such breach by the Client of Clauses 13.7 and/or 13.8 above.
13.11 The Client shall, at its own expense, have conduct of any proceedings and may take whatever action it, in its sole discretion, decides.
13.12 The Client shall pay the Consultancy, in full, any money that the Consultancy or has to pay, as well as any fine or other payment imposed on the Consultancy relating to such judgment or settlement provided that the total amount that the Client has to pay is not more than the total amount of fees or other payments the Consultancy has received from the Client during the previous 12 months at the date of such judgment; or
13.13 Notwithstanding anything else contained in this Agreement (including Clauses 13.3, 13.4, 13.9 and 13.10 above), neither party shall be liable to the other for loss of profits, or special, punitive or consequential loss, or indirect loss, or loss of opportunity.
13.14 Neither the Consultancy nor the Client will be liable to the other for failure or delay in carrying out this Agreement, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, pandemic, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are required to.
13.15 Should the circumstances described in clause 13.14 endure for 30 days or more, then either party shall be entitled to terminate this Agreement upon service of notice to the other party.
14. Notices
14.1 If either party wants to give a notice to the other, it shall be in writing and signed. It must be delivered personally, or by sending it by pre-paid recorded delivery or registered post to the other party to the address at the beginning of this Agreement, or by email, to an email address nominated by each party or, if no email address has been nominated, the most recently used email address between the parties.
14.2 If the notice is given by post, it will be treated as having been received on the second business day after posting (this excludes weekends and public holidays). If the notice is delivered personally, it will be treated as having been received on the day it is received, unless this is not a business day, in which case it will be treated as having been received on the next business day. If notice is given by email it will be treated as having been received 24 hours after it is sent, as long as it sent to the correct email address and no notice is received to indicate that the email has not been received by the other party.
15. General
15.1 These terms and Schedule(s) are the whole Agreement between the Client and the Consultancy and replace any previous agreements between them in respect of the subject matter.
15.2 If either the Client or the Consultancy wants to change this Agreement, the change must be in writing and must be signed by both of them.
15.3 This Agreement may be signed separately by the Client and the Consultancy, in which case the separately signed copies will together be taken as the whole Agreement.
15.4 No one other than the Client and the Consultancy has any rights under this Agreement.
15.5 The Consultancy may not assign this Agreement or any of his/her rights under this Agreement without the Client’s written consent. The Client may assign this Agreement or any of its rights under this Agreement to a third party provided it gives the Consultancy written notice of this.
16. Disputes
16.1 This Agreement and any dispute or claim relating to or connected with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.
16.3 If any such dispute cannot be settled amicably through negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
16.4 Any dispute shall not affect the Parties' ongoing obligations under this Agreement.
16.5 The Consultancy and the Client agree that the courts of England and Wales are the only place where disputes or claims relating to or connected with this Agreement (including non-contractual disputes or claims) may be decided.
17. Signing
This Agreement is taken to be accepted by confirmation of these Terms on the website as part of the payment process.
Schedule
This Schedule is part of the Agreement dated [insert date] between the Client and the Consultancy. This Schedule refers to some terms agreed in relation to the Services the Consultancy will provide.
1. "The Services":
Those stated on the website under “coaching” (“Services” in this Agreement) which can be found at the website.
2. "Term":
Commencing on the date of acceptance by the client and limited to a period of 90 days from the date of acceptance. Failure of the client to avail themselves of the full program within 90 days will lead to a forfeit of any further services by the client. For the avoidance of doubt there will not be any refunds of monies paid.
3. "The Fees":
Those stated on the website at checkout.
4. "Invoices":
Payment will be made using the online payment processing, either via direct bank transfer or using the credit card payment gateway.
5. "Expenses"
Any expense above £100 will be agreed in advance, and billed in advance.
6. "Minimum period for which Services will be provided during each week/month of the Term":
Those stated on the website “Business Clarity Program” (“Services” in this Agreement) which can be found at: