Standard Terms and Conditions

These terms and conditions (Terms) govern the supply of ResilienceBuilder® Assessments and associated services by Steve Howe Consulting Limited to its customers.

1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

• Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
• Assessment: a personalised assessment of an individual's resilience status, undertaken using ResilienceBuilder®.
• Business Day: a day, other than a Saturday, Sunday or public holiday in England.
• Charges: the sums payable for the Assessments and the Services, as set out in the Order Confirmation or on the Website.
• Contract: the contract between the Supplier and the Customer for the supply of Assessments and/or Services formed in accordance with clause 2.
• Customer: the person or firm who purchases Assessments and/or Services from the Supplier.
• Data Protection Legislation: means: (a) to the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
• Deliverables: any outputs of the Services to be provided by the Supplier to the Customer, as specified in the Order Confirmation or as otherwise agreed in writing between the parties.
• EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Order: the Customer's order for Assessments and/or Services, whether placed via the Website, in writing or otherwise.
• Order Confirmation: the Supplier's written acceptance of an Order.
• Personnel: in relation to a party, its employees, officers, representatives, contractors and subcontractors.
• Report: the personalised report generated by ResilienceBuilder® following an Assessment, which details the resilience status of an individual, identifies areas for development and suggests action points.
• ResilienceBuilder®: the Supplier's proprietary assessment tool which is used to carry out Assessments.
• Services: the tailored resilience workshops or 1:1 sessions which follow up Assessments, together with any other services to be provided by the Supplier under a Contract, all as described in the Order Confirmation or as otherwise agreed in writing between the parties.
• Supplier: Steve Howe Consulting Limited, a private limited company incorporated and registered in England and Wales with company number 11027854 whose registered office is at 18 Oakfield Road, Ashtead, Surrey, KT21 2RE.
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
• VAT: value added tax chargeable in the UK.
• Website: the Supplier's website at https://resiliencebuilder.co.uk/.

Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms. Words and phrases used in these Terms shall be interpreted in accordance with their ordinary meaning except and to the extent that a particular definition is specified. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to writing or written includes email.

2. Basis of contract

These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. An Order constitutes an offer by the Customer to purchase Assessments and/or Services in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted, and a Contract formed, when the Supplier issues an Order Confirmation or (if earlier) the Supplier begins to provide the Assessments and/or Services. Each Order accepted by the Supplier forms a separate Contract and these Terms are incorporated into each such Contract.

3. Duration

Each Contract shall commence on the date the Contract is formed in accordance with clause 2 and, unless terminated earlier in accordance with clause 11, shall continue until the Assessments and/or Services ordered have been completed.

4. Right to vary these Terms

The Supplier may amend these Terms from time to time. The version of these Terms in force at the date the relevant Order is placed shall apply to the resulting Contract. The Supplier shall publish the current version of these Terms on the Website. It is the Customer's responsibility to review the applicable Terms before placing each Order.

5. Supplier's responsibilities

The Supplier shall:

• provide the Assessments, Reports, Services and Deliverables in accordance with the Order Confirmation;
• perform the Services and provide any Deliverables using reasonable skill, care and diligence, using suitably qualified and experienced Personnel, and in compliance with Applicable Laws;
• use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates shall be estimates only and time for performance shall not be of the essence of the Contract;
• co-operate with the Customer in all matters relating to the performance of the Services and the provision of the Assessments, Reports and any Deliverables; and
• where applicable, use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises and that have been communicated to the Supplier.

6. The Customer's responsibilities

The Customer shall:

• co-operate with the Supplier in all matters relating to the Services, Assessments, Reports and any Deliverables;
• where applicable, provide such access to the Customer's Personnel, premises, systems and data as may reasonably be required by the Supplier and agreed by the Customer in advance for the purposes of the Services;
• provide the Supplier in a timely manner all documents, information, items and materials reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects; and
• where applicable, inform the Supplier of all health and safety and security requirements that apply at any of the Customer's premises.

If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or its Personnel then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

7. Charges and payment

In consideration of the provision of the Assessments, Reports, Services and any Deliverables by the Supplier, the Customer shall pay the Charges. The Supplier shall invoice the Customer for the Charges at the intervals specified in the Order Confirmation. If no intervals are specified, the Supplier shall invoice the Customer at the end of each month for Assessments undertaken and/or Services performed during that month. All Charges are exclusive of VAT. The Customer shall pay each invoice properly due within 30 days of receipt. If the Customer fails to pay any undisputed sum by the due date, the Customer shall pay interest on the overdue sum at 4% a year above the Bank of England's base rate from time to time, and the Supplier may suspend provision of the Assessments and/or Services until payment has been made in full. All sums due shall be paid in full without any set-off, counterclaim, deduction or withholding.

8. Intellectual property rights

The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in respect of ResilienceBuilder®, the Assessments and Reports, the Services and any Deliverables. Except as expressly stated, the Contract does not grant the Customer any rights in any Intellectual Property Rights in respect of ResilienceBuilder®, the Assessments and Reports, the Services or any Deliverables. The Supplier grants to the Customer a non-exclusive, non-transferable, royalty-free licence to use the Deliverables solely to the extent necessary to receive and enjoy the benefit of the Services for the Customer's internal business purposes.

9. Data protection

Both parties will comply with all applicable requirements of the Data Protection Legislation. The parties acknowledge that, for the purposes of the Data Protection Legislation, in so far as the processing of personal data is concerned, the Customer is the controller and the Supplier is the processor. The Customer shall ensure it has all necessary consents and notices in place to enable lawful transfer of the personal data to the Supplier. The Supplier shall, in relation to any personal data processed in connection with the Contract: process that personal data only on the documented written instructions of the Customer; ensure it has in place appropriate technical and organisational measures to protect the personal data; ensure all Personnel who process the data are obliged to keep it confidential; not transfer personal data outside the UK or the EEA unless appropriate safeguards are in place; assist the Customer in responding to data subject requests; delete or return all Customer personal data on termination at the Customer's written request; notify the Customer without undue delay of any personal data breach; and maintain complete and accurate records to demonstrate compliance. The Customer consents generally to the Supplier appointing third party processors, and the Supplier shall remain fully liable for their acts and omissions.

10. Confidentiality

Each party undertakes that it shall not, during the Contract and for one year after its termination or expiry, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except to its personnel and advisers who need to know for the purposes of the Contract, or as required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.

11. Limitation of liability

Nothing in these Terms limits or excludes any liability which cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Subject to that, the Supplier shall not be liable, whether in tort, contract, misrepresentation or otherwise, for any special, indirect, consequential or pure economic loss; and the Supplier's aggregate liability arising in connection with the Contract shall be limited to the total value of the Charges paid and payable under that Contract.

12. Termination

Without affecting any other right or remedy, either party may terminate a Contract with immediate effect by written notice if the other party commits a material breach that is not remedied within 30 days, repeatedly breaches the Terms, becomes insolvent or subject to insolvency proceedings, or suspends or ceases to carry on all or a substantial part of its business. The Supplier may also terminate for non-payment of undisputed overdue sums that remain unpaid 30 days after written notice.

13. Obligations on termination

Upon termination, the Supplier shall cease provision of and the Customer shall cease all use of the Services; each party shall return to the other and make no further use of any materials, documents, information or items belonging to the other; and the Customer shall immediately pay all outstanding invoices. Termination shall not affect any accrued rights or remedies, and any provision intended to survive termination shall remain in force.

14. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in performing its obligations if such delay or failure results from events beyond its reasonable control. The time for performance shall be extended accordingly.

15. General

No partnership or agency: nothing in these Terms creates a partnership or agency between the parties. Marketing: the Customer agrees that the Supplier may refer to the Customer by name, logo and trade mark as a customer of the Supplier in marketing materials and on the Website. Variation: subject to clause 4, no variation is effective unless in writing and signed by the parties. Severance: if any provision is or becomes invalid, illegal or unenforceable, it shall be deemed deleted without affecting the rest of the Contract. Entire agreement: each Contract constitutes the entire agreement between the parties in respect of the relevant Order. Assignment: the Customer shall not assign or deal with its rights or obligations without the Supplier's prior written consent; the Supplier may do so freely. Third party rights: a Contract does not confer any rights under the Contracts (Rights of Third Parties) Act 1999. Notices shall be in writing and delivered by hand, pre-paid first-class post or email. Governing law and jurisdiction: each Contract is governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Schedule 1: Processing, personal data and data subjects

Scope: the Supplier shall be processing personal data received from the Customer for the purposes of undertaking Assessments and providing the Services to the Customer under the Contract.
Purpose of processing: provision of the Assessments and the Services to the Customer.
Duration of the processing: the duration of the relevant Contract.
Types of personal data: first name, last name, job title, work-related contact information.
Categories of data subject: representatives, employees or other staff of the Customer, or clients or potential clients of the Customer.