Service Terms and Conditions

EXPLORING FUTURES LTD TERMS & CONDITIONS

1. INTRODUCTION, DEFINITIONS AND INTERPRETATION

(a) These Terms set out the whole agreement between you and us for the supply of any Business, Professional/1-2-1 Coaching, Consultancy or Workshop Delivery – “The Service”.

(b) Please check that the details in these Terms and on the Quotation are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.

1.1 Please ensure that you read and understand these Terms before you sign the Order, because you will be bound by the Terms once a contract comes into existence between us.
1.2 The definitions in this clause apply to these Terms;
1.3 Agreement means the entire agreement as defined in clause 13;

1.4 Business Day means any day which is not a Saturday, a Sunday or a public holiday;
1.5 Business Hours means from 08.30 hours to 18.00 hours Greenwich Mean Time, Monday to Friday except bank holidays, and 10.00 to 17.00 GMT on Saturdays.

1.6 Parties means Exploring Futures Ltd and You or Exploring Futures Ltd and Your successors and assigns where and when applicable;
1.7 Personal Data means information about You that is protected under the Data Protection Act.

1.8 Quotation means the quotation, proposal or other named document which provides details of the Services to be provided and a price quotation and which refers to these Terms;
1.9 Services means those services itemised in the Quotation or as amended in writing between the Parties from time to time;

1.10 Terms means these standard terms and conditions of EXPLORING FUTURES LTD;
1.11 You or Your means the purchaser defined as such in the Quotation.

1.12 I, We and Us means EXPLORING FUTURES LTD

1.13 In the Agreement (except where the context otherwise requires):
1.14 Headings shall not affect the interpretation of this Agreement;
1.15.Use of the singular includes the plural and vice versa and use of any gender includes the other genders;
1.16.Any reference to persons includes a corporate or unincorporated body (whether or not having separate legal personality);
1.17 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any subordinate legislation for the time being in force made under it.
1.19 Any phrase introduced by the terms “including”, “include”, “in particular” or similar shall be construed as illustrative and shall not limit the words preceding those terms; and
1.20 Any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of the Agreement) at any time.

2. PERSONAL DATA

Please refer to the privacy statement on our website. Or request an electronic copy.

3. SERVICES

3.1 EXPLORING FUTURES LTD shall make every effort to provide the Services specified in the Quotation during Business Hours, or as otherwise agreed in writing between the parties and which:
3.1.1 Are carried out with reasonable care and skill.

3.1.2 Comply with all applicable statutory and regulatory requirements for supplying Services in the UK.

4. PAYMENT TERMS & REFUNDS
4.1 You should let us know about any billing problems or discrepancies promptly after they first appear on your invoice. If you do not bring them to EXPLORING FUTURES LTD’s attention in writing within 7 working days, you will have waived your right to dispute those problems or discrepancies.
4.2 All monthly rates for Services shall be paid by standing order or Direct Debit into EXPLORING FUTURES LTD’s nominated bank account on the first day of each month for which the Services are to be provided;
4.3 All payments other than those referred to in clause 4.2 shall be paid to EXPLORING FUTURES LTD by cheque, electronic bank transfer or electronic internet payment, at your choice unless otherwise notified to you by EXPLORING FUTURES LTD.
4.4 For the purposes of delivery of services  which will be delivered over a series of dates, please refer to appendix A attached which must be signed, dated and returned to Exploring Futures Ltd before the delivery of  the services can commence.

All invoices for other Services not provided on a regular monthly basis shall be submitted at the time of delivery and must be settled within fourteen (14) days of their issue date.

4.5 EXPLORING FUTURES LTD shall be entitled to charge interest at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 on all sums not settled within the terms of this Agreement.
4.6 EXPLORING FUTURES LTD reserve the right to suspend performance of any Services until all sums due to EXPLORING FUTURES LTD have been paid in full (but only after having given written notice to You of our intention so to do).

4.7 A cancellation fee of 50% of the cost of the Services is charged where the Services are cancelled less than 48 hours in advance of when the Services were agreed to be provided and as stated in the Quotation.

4.8 If a client or group of participants fail to attend the session at the agreed time without prior notice, then the full fee shall be charged.

5 DISCLAIMERS
5.1 EXPLORING FUTURES LTD, and its officers, directors, employees, shareholders or agents do not accept any liability for the use made by You of the Services other than is provided by law.

6 LIABILITY
6.1 If EXPLORING FUTURES LTD fails or You fail to comply with these Terms, neither EXPLORING FUTURES LTD nor You shall be responsible for any losses that the other suffers as a result, except for those losses which we or You could reasonably foresee would result from the failure to comply with these Terms.
6.2 EXPLORING FUTURES LTD shall not be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) loss of data.
(e) loss of, or damage to, your physical property.
6.3 This clause does not include or limit in any way our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

7 WAIVER AND REMEDIES
7.1 If EXPLORING FUTURES LTD fails, at any time while these Terms are in force, to insist that You perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that You do not have to comply with those obligations. If we do waive a default by You, that will not mean that we will automatically waive any subsequent default by You. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

7.2.  EXPLORING FUTURES LTD will not be held liable for any decisions taken by the individual/organisation either during or following completion of the services being delivered.  All decisions/actions taken, and the consequences of those decisions/actions are the sole responsibility of the individual/organisation.

8 TERMINATION
8.1 EXPLORING FUTURES LTD has the right at any time to terminate the Agreement or part thereof with immediate effect and without liability or penalty to EXPLORING FUTURES LTD by giving You written notice where:
8.1.1 You commit a breach of any of the Terms;
8.1.2 any distress, execution or other process is levied upon any of Your assets or Your business;
8.1.3 You have a bankruptcy order made against You or You make an arrangement or composition with Your

creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order, or any proceedings are commenced relating to Your insolvency or possible insolvency;
8.1.4 You cease or threaten to cease to carry on business; or
8.1.5 Your financial position deteriorates to such an extent that in the opinion of EXPLORING FUTURES LTD Your capability to adequately fulfil Your obligations under the Agreement with EXPLORING FUTURES LTD has been placed in jeopardy

8.2 Either Party may terminate the Agreement or any part thereof for any reason whatsoever by giving one month’s written notice to the other Party except in circumstances where a fixed or minimum Term has been agreed in writing between the parties, in which case the Agreement will remain in force for the fixed or minimum Term save that it is terminable by EXPLORING FUTURES LTD in accordance with clause 8.1.

8.3 Upon notice of termination having been given all outstanding monies owed to EXPLORING FUTURES LTD by You must be settled within fourteen days of receipt of that notice.

8.4 Termination will not affect either party’s outstanding rights or duties, including EXPLORING FUTURES LTD’s right to recover from You any money You owe Us under these Terms

9 EVENTS OUTSIDE OUR CONTROL
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (`Force Majeure Event`).
9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) Strikes
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, or of the use of public or private telecommunications networks.
9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

10 NO PARTNERSHIP/AGENCY
10.1 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have nor represent that it has, any authority to make any commitments on the other’s behalf.

11 ASSIGNMENT
11.1 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights under these Terms, but this will not affect your rights under these Terms.

12 CONFIDENTIALITY
12.1 For the purposes of the Agreement, Confidential Information shall mean the existence and terms of the Agreement and all information (of whatever nature and however recorded or preserved) disclosed by one Party to the other, which is marked as or has been otherwise indicated to be confidential.
12.2 The Parties shall keep confidential all Confidential Information and not use it except for the purpose of exercising or performing their rights and obligations under the Agreement.

13 ENTIRE AGREEMENT
13.1 The Terms together with the details contained in the Quotation constitute the entire agreement and understanding of the Parties (“the Agreement”) and supersedes any previous agreement between the Parties relating to the subject matter of the Agreement.
13.2 If any provisions of the Terms are inconsistent with provisions of the Quotation, the provisions in the Quotation shall prevail.

14 VARIATION
14.1 No variation of the Agreement shall be valid unless it is notified to You in writing by or on behalf of EXPLORING FUTURES LTD.

15 SEVERANCE
15.1 If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.

16 NOTICES
16.1 Any notices sent by You to Us must be sent to EXPLORING FUTURES LTD at the address notified to you on the Quotation. We may give notice to you at either the e-mail or postal address you provide to us in the Quotation. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that the e-mail was sent to the specified e-mail address of the addressee.

17. RIGHTS OF THIRD PARTIES (EXCLUSION)
17.1 A person or body who is not a Party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

18 GOVERNING LAW AND JURISDICTION
18.1 These Terms shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties agree to submit.