Terms and Conditions

1. Definitions

In these Terms and Conditions:

"Client" "you" or "your" means the company, partnership, sole trader, organisation or other business purchasing the Services. Where an individual places an order on behalf of a Client, that individual confirms that they have authority to bind the Client.

"Contract" means the legally binding agreement between us and the Client incorporating the Proposal, these Terms and Conditions and any other terms expressly agreed by us in writing.

"Delivery Date" means each date on which any part of the relevant Services is scheduled to take place.

"Deposit" means any non-refundable deposit identified in the Proposal and payable to secure Delivery Dates and enable us to allocate resources and commence preparatory work. Unless the Proposal states otherwise, the Deposit forms part of the total Fees.

"Fees" means all amounts payable by the Client under the Contract.

"Participant" means any person participating in or receiving any part of the Services.

"Proposal" means our written proposal, quotation, statement of work, booking confirmation or other document describing the Services, Fees and any specific terms applicable to an engagement.

"Services" means any coaching, training, mentoring, assessment, consultancy, facilitation, speaking, psychometric profiling, workshop, programme or other professional service supplied by us.

"Working Day" means a day other than a Saturday, Sunday or public holiday in England.

2. Formation of the Contract

2.1 We will normally provide the Client with a Proposal describing the Services and Fees.

2.2 Unless otherwise stated, a Proposal remains open for acceptance for 30 days. We may withdraw it before acceptance if the relevant Delivery Dates are no longer available.

2.3 A Proposal constitutes an offer to provide the Services on the terms set out in the Proposal and these Terms and Conditions.

2.4 A Contract will be formed when, after receiving the Proposal and/or these Terms and Conditions, the Client does any of the following:

1. confirms acceptance in writing;
2. signs or otherwise accepts the Proposal;
3. issues a purchase order;
4. pays the Deposit or makes any other payment relating to the Services;
5. instructs us to commence work;
6. provides information, Participant details or other materials after confirming that it wishes us to proceed;
7. confirms or books Delivery Dates; or
8. otherwise clearly acts in a manner indicating acceptance of the Services.

2.5 The Client is responsible for ensuring that the Proposal accurately reflects its requirements before accepting it.

2.6 Any purchase order issued by the Client after receiving these Terms and Conditions constitutes acceptance of the Contract and agreement to be bound by these Terms and Conditions.

2.7 Any terms contained in or referred to in the Client's purchase order, procurement documentation, supplier portal, onboarding documentation or other documents shall not form part of the Contract and shall not amend or override these Terms and Conditions unless we expressly agree otherwise in writing.

2.8 Where there is any inconsistency between contractual documents, the following order of precedence shall apply unless expressly agreed otherwise in writing:

1. any specific variation expressly agreed and signed or confirmed in writing by us;
2. the Proposal, but only to the extent that it expressly identifies a term which is intended to vary these Terms and Conditions;
3. these Terms and Conditions; and
4. any other document forming part of the Contract.

2.9 No terms proposed by the Client shall apply merely because we acknowledge, process or otherwise refer to a purchase order or other Client document.

3. Services

3.1 We will provide the Services described in the Proposal with reasonable care and skill.

3.2 The precise content, format, timing and delivery method of the Services may vary where reasonably necessary to achieve the purpose of the engagement, provided that the change does not materially reduce the overall Services purchased.

3.3 Services may be provided face-to-face, online, individually, in groups or through a combination of methods.

3.4 Unless expressly stated otherwise in the Proposal, time shall not be of the essence in relation to our performance of the Services.

3.5 We may make reasonable non-material changes to the Services where necessary because of circumstances arising after the Contract is formed. A material change to the scope, delivery method or principal deliverables must be agreed with the Client in writing, except where clause 22 applies.

3.6 Any material variation requested by the Client must be agreed by us in writing and may result in additional Fees or expenses.

4. Client Responsibilities

4.1 The Client shall cooperate with us and provide such information, access and assistance as we reasonably require to provide the Services.

4.2 The Client is responsible for:

1. providing complete, accurate and timely information;
2. ensuring appropriate Participants attend scheduled sessions;
3. ensuring Participants are available at the agreed times;
4. providing access to relevant employees, managers or other personnel where required;
5. providing suitable premises, facilities, equipment and technology where delivery takes place at premises arranged by the Client;
6. informing us in advance of relevant accessibility requirements, dietary requirements, allergies or other requirements that may reasonably affect delivery;
7. ensuring premises supplied by the Client comply with applicable health and safety requirements;
8. obtaining any internal approvals necessary for the Services;
9. completing agreed actions and providing materials within agreed timescales; and
10. ensuring that Participants receive any information reasonably required in relation to the Services and understand any responsibilities applicable to them.

4.3 We shall not be responsible for any delay, reduced effectiveness or failure to achieve an anticipated outcome caused wholly or partly by the Client or a Participant failing to comply with these responsibilities.

4.4 Where the Client's failure to cooperate prevents us from providing scheduled Services, we may treat the affected Services as cancelled by the Client under clause 11. Any preparatory work already undertaken and any third-party costs or expenses committed shall remain payable.

5. Participants and Conduct

5.1 Participants are expected to behave professionally and respectfully.

5.2 We may refuse admission to, suspend or remove any Participant whose behaviour we reasonably consider abusive, threatening, discriminatory, harassing, unsafe, seriously disruptive or otherwise inappropriate, where reasonably necessary to protect others or the integrity of the Services.

5.3 Where removal or exclusion under clause 5.2 results from the Participant's conduct, the Client shall not be entitled to a refund or reduction in Fees.

5.4 If a Participant is late, we may shorten the session accordingly.

5.5 If a Participant fails to attend a scheduled session, the session shall normally be treated as delivered and no refund or reduction shall be due.

5.6 The Client may substitute Participants for group Services with our prior agreement, provided this does not materially affect delivery.

5.7 Individual coaching or mentoring is personal to the named Participant and may not be transferred without our agreement.

6. Fees, Invoicing and Payment

6.1 All Fees are exclusive of VAT unless expressly stated otherwise.

6.2 Where the Proposal specifies a Deposit, the Deposit is payable when the Client accepts the Proposal. It is non-refundable because it secures the agreed Delivery Dates and enables us to allocate resources and begin preparatory work, except where we cancel the affected Services and do not provide them on a replacement date, or where a refund is required by law.

6.3 Unless an agreed payment plan applies, the balance of all invoices must be paid in cleared funds by the earlier of:

1. 60 calendar days from the date on which the Client places the order or otherwise enters into the Contract; or
2. 14 calendar days before the first relevant Delivery Date.

6.4 Where the Contract is formed fewer than 14 calendar days before the first relevant Delivery Date, the invoice is payable immediately upon receipt.

6.5 Payment shall not be treated as made until we have received cleared funds.

6.6 A scheduled date may be provisionally reserved when the Contract is formed. We are not obliged to continue holding that date if the Deposit or any other payment due is not received by the applicable deadline. We may release the date, suspend performance or terminate the booking without liability, and any amounts already due shall remain payable.

6.7 We are not obliged to commence or continue Services where payment due under the Contract has not been received.

6.8 Where payment is overdue, we may suspend Services, withdraw scheduled dates or refuse further delivery without liability to the Client.

6.9 Suspension or withdrawal of Services because of non-payment does not remove the Client's obligation to pay amounts already due.

7. Purchase Orders and Client Procurement Processes

7.1 Where the Client requires a purchase order, supplier onboarding, procurement approval or other internal process, the Client is responsible for completing that process sufficiently early to comply with the payment terms in this Contract.

7.2 The Client's internal administrative, procurement, accounts-payable or approval processes do not alter or extend the agreed payment deadline.

7.3 Failure by the Client to issue a purchase order or complete an internal process shall not relieve the Client of liability to pay where a Contract has otherwise been formed.

7.4 We may decline to commence Services until any purchase order or administrative information reasonably required by us has been supplied.

8. Expenses and Third-Party Costs

8.1 In addition to the Fees, the Client shall pay any expenses specified in the Proposal, including, where applicable, travel, mileage, accommodation, venue costs and other reasonable expenses associated with providing the Services.

8.2 Known expenses will normally be invoiced in advance.

8.3 Where the precise cost cannot reasonably be determined beforehand, we may invoice the Client for the actual reasonable cost once known.

8.4 Third-party costs committed or incurred specifically for the Client are non-refundable once we have become liable for them.

9. Payment Plans

9.1 We may agree payment by instalments or another payment plan in the Proposal.

9.2 Unless expressly stated otherwise, instalments are payable in advance on the dates specified.

9.3 A payment plan is a facility for payment of the total contractual Fees and does not convert the engagement into a series of separate monthly contracts or entitle the Client to cancel future instalments merely because delivery takes place over time.

9.4 If an instalment becomes overdue, we may suspend the Services until payment is received.

9.5 If the Client materially defaults on an agreed payment plan and fails to remedy that default within 7 days of written notice, we may terminate the Contract and, to the extent permitted by law and subject to clause 11, require all amounts properly due under the Contract to be paid immediately.

10. Late Payment

10.1 Time for payment is of the essence.

10.2 If any sum is not paid when due, we reserve all rights available to us under the Late Payment of Commercial Debts (Interest) Act 1998 and any amendment, replacement or successor legislation.

10.3 This includes, where applicable, the right to claim:

1. statutory interest;
2. statutory fixed compensation for each qualifying late payment; and
3. reasonable debt recovery costs to the extent recoverable by law.

10.4 We may exercise these rights without first issuing a reminder.

10.5 The Client shall remain responsible for the principal debt notwithstanding suspension or termination of the Services.

11. Cancellation by the Client

11.1 The Client may cancel Services by giving us written notice.

11.2 Cancellation charges shall be calculated by reference to the relevant Delivery Date of the Services being cancelled.

11.3 The Deposit and any non-refundable third-party costs or expenses already incurred or committed by us shall not be included when calculating a refund under clause 11.4 and shall remain payable in all cases.

11.4 Subject to clause 11.3, where notice of cancellation is received:

1. more than 28 calendar days before the relevant Delivery Date: the Client will receive a refund of 100% of the balance of the Fees paid for the cancelled Services, and no further balance shall be payable;
2. between 15 and 28 calendar days before the relevant Delivery Date: the Client will receive a refund of 50% of the balance of the Fees paid for the cancelled Services, and 50% of that balance shall remain payable; or
3. 14 calendar days or fewer before the relevant Delivery Date: no refund of the balance shall be due and 100% of that balance shall remain payable.

11.5 Any Services already delivered, and any bespoke design, preparation, consultancy or other work already completed, remain payable in full.

11.6 Where an engagement consists of multiple separately scheduled sessions or activities, cancellation charges will ordinarily apply to the affected scheduled Services rather than automatically cancelling the entire Contract, unless the Client expressly cancels the entire engagement.

11.7 Where the Client cancels an entire programme or engagement, the cancellation period shall ordinarily be calculated by reference to the next Delivery Date that has not yet taken place. Fees attributable to Services and preparatory work already delivered remain payable under clause 11.5, and the cancellation provisions apply to the remaining undelivered balance.

12. Rescheduling by the Client

12.1 A Client may request that scheduled Services be rescheduled by giving us written notice. Rescheduling is subject to our agreement and availability.

12.2 We do not guarantee that the Client's preferred alternative date will be available.

12.3 Where we agree to reschedule, Fees already paid for the affected Services will be transferred to the replacement date rather than refunded, subject to the charges in this clause.

12.4 Where more than 48 hours' notice is given, the Client shall pay a rescheduling administration fee of £50 plus VAT and shall remain responsible for any non-refundable venue or third-party costs already incurred or committed.

12.5 Where 48 hours' notice or less is given, the Client shall pay a rescheduling charge equal to 50% of the Fees attributable to the affected scheduled Services, together with any non-refundable venue, travel, subsistence or third-party costs already incurred or committed.

12.6 A request made after the scheduled start time, or a failure to attend without notice, may be treated as a cancellation and clause 11 will apply.

12.7 The right to reschedule must not be used for the purpose of avoiding the cancellation provisions.

12.8 If a Client reschedules Services and subsequently cancels them, the applicable cancellation charge shall be the greater of:

1. the cancellation charge that would have applied by reference to the original Delivery Date; and
2. the cancellation charge applicable by reference to the rescheduled Delivery Date.

12.9 Any additional expenses or third-party costs caused by rescheduling shall be payable by the Client.

13. Cancellation or Rescheduling by Us

13.1 If circumstances reasonably outside our control prevent us from delivering scheduled Services, we may reschedule them.

13.2 We will give the Client as much notice as reasonably practicable and will use reasonable endeavours to agree a suitable replacement date.

13.3 Fees already paid will be transferred to the replacement date.

13.4 The Client will not ordinarily be entitled to a refund solely because Services have reasonably been rescheduled under this clause.

13.5 We shall not be liable for indirect or consequential costs or losses incurred by the Client or Participants as a result of a reasonable rescheduling.

13.6 If we are unable to provide the affected Services on a reasonably suitable replacement date within 60 days of the original Delivery Date, either party may terminate the affected Services. We will refund Fees paid for Services not provided, less any amounts properly due for Services or preparatory work already completed and any non-refundable third-party costs.

13.7 Nothing in this clause affects any rights that cannot lawfully be excluded.

14. Psychometric Assessments and Third-Party Services

14.1 Some Services may use third-party products, assessments, platforms, licences or materials, including psychometric assessment tools.

14.2 The Client acknowledges that these may be subject to third-party terms, licences and availability.

14.3 Once an assessment, profile, licence or other third-party product has been ordered, generated, activated or purchased on behalf of the Client, its cost is non-refundable.

14.4 We are not responsible for temporary interruptions, changes or failures of a third-party service outside our reasonable control.

14.5 We do not warrant that any psychometric assessment constitutes a clinical, medical or psychological diagnosis.

15. Coaching, Training and Professional Advice

15.1 Our Services are designed for professional development, leadership, team performance, business performance and related purposes.

15.2 Unless expressly agreed otherwise, the Services do not constitute legal, financial, medical, psychiatric, psychological or other regulated professional advice or treatment.

15.3 The Client and each Participant remain responsible for their business, employment, financial, operational, health and management decisions and for obtaining appropriately qualified professional support where required.

15.4 Any decision made following the Services remains the responsibility of the Client or Participant, as applicable.

16. Results, Outcomes and Case Studies

16.1 We will provide the Services with reasonable care and skill but do not guarantee any particular commercial, financial, organisational, behavioural or personal outcome.

16.2 Results depend on numerous factors outside our control, including participation, implementation, management decisions, organisational circumstances and external events.

16.3 Case studies, testimonials, previous results, projections, estimates, potential savings, ROI calculations and examples of outcomes are illustrative only and do not constitute a warranty or guarantee that the Client will achieve the same or similar results.

16.4 No performance target or anticipated outcome shall become contractually guaranteed unless it is expressly identified as a contractual guarantee in the Proposal.

17. Confidentiality and Coaching Relationships

17.1 Each party may receive confidential information belonging to the other during the Contract.

17.2 Each party shall keep such information confidential, use it only for the purposes of the Contract and disclose it only as permitted by this clause.

17.3 We recognise that effective coaching and mentoring requires a reasonable degree of confidentiality between us and individual Participants.

17.4 Where the Client pays for coaching or mentoring provided to an employee, manager or other Participant, we may provide the Client with:

1. confirmation of attendance;
2. agreed objectives and high-level progress against them;
3. broad themes relevant to the purpose of the engagement, without disclosing the detailed content of confidential conversations;
4. general observations regarding engagement and progress; and
5. other information that the Participant has agreed may be shared.

17.5 We will not ordinarily disclose the detailed content of confidential individual coaching conversations to the Client without the Participant's permission.

17.6 Confidentiality may be limited where disclosure is reasonably necessary and proportionate:

1. to comply with law, a court order or a regulatory obligation;
2. where we reasonably believe there is a serious risk of harm to the Participant or another person;
3. where a Participant discloses serious unlawful conduct, or circumstances presenting a serious and material risk to health, safety or the lawful operation of the Client's business, and disclosure is permitted by law; or
4. to establish, exercise or defend legal rights.

17.7 Where disclosure is made under clause 17.6, we will limit it to the information reasonably necessary in the circumstances.

17.8 The Client shall ensure that Participants are informed before coaching or mentoring begins about the nature of the engagement, the information that may be reported to the Client and the limits of confidentiality described in this clause.

17.9 The confidentiality obligations in this clause do not apply to information which the receiving party can demonstrate:

1. is or becomes public other than through a breach of the Contract;
2. was lawfully known to it before disclosure;
3. is received lawfully from a third party without a duty of confidence; or
4. is independently developed without use of the other party's confidential information.

17.10 The obligations in this clause continue for five years after termination of the Contract, except in relation to trade secrets, for which they continue for so long as the information remains a trade secret.

18. Intellectual Property

18.1 All intellectual property rights in our pre-existing materials, methodologies, models, frameworks, exercises, processes, templates, assessments, presentations, training materials, know-how and other proprietary content remain owned by us or our licensors.

18.2 Unless expressly agreed otherwise in writing, intellectual property developed during or in connection with the Services shall also remain ours where it incorporates, derives from or relates to our methodology, know-how, frameworks or reusable materials.

18.3 Following payment in full, we grant the Client a non-exclusive, non-transferable, perpetual licence to use materials supplied to it for its own internal business purposes and to make reasonable internal copies for authorised employees and Participants.

18.4 The Client may not, without our prior written permission:

1. sell, licence or commercially exploit our materials;
2. reproduce them for external distribution;
3. use them to provide training, coaching or consultancy services to third parties;
4. publish them publicly;
5. remove ownership notices; or
6. represent our materials or methodology as its own.

18.5 Where the Proposal expressly identifies a deliverable as bespoke work that will become the Client's intellectual property, ownership of that specific deliverable shall transfer only after payment in full and shall not include our underlying methodologies, know-how, frameworks or pre-existing materials.

18.6 The Client retains ownership of materials and intellectual property supplied by it. The Client grants us a non-exclusive licence to use those materials only to the extent reasonably necessary to provide the Services.

19. Data Protection, Transcription and Recording

19.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, as amended from time to time.

19.2 The Client is responsible for ensuring that it has an appropriate lawful basis for providing us with personal data relating to Participants and for providing any notices required to those individuals.

19.3 We will process personal data in accordance with applicable law and our Privacy Notice.

19.4 Coaching sessions may be transcribed using Microsoft Teams and summarised using Microsoft Copilot for the purposes of preparing coaching records and action points. Participants will be informed before transcription begins and any agreement required by law will be obtained.

19.5 Coaching transcripts, summaries and action points may be shared with the relevant Participant. They will not be shared with the Client except to the extent permitted by clause 17.

19.6 Unless a longer period is required by law or reasonably necessary to establish, exercise or defend legal rights, coaching transcripts, summaries and related notes will be retained for no more than 12 months after the final coaching session in the relevant engagement and will then be securely deleted.

19.7 We may use reputable cloud, transcription and artificial intelligence service providers in processing personal data. We will take reasonable steps to ensure that appropriate contractual and security safeguards apply.

19.8 The Client and Participants must not audio-record, video-record or transcribe the Services without our prior written permission.

19.9 Unless otherwise stated in the Proposal or a separate data-processing agreement, each party acts as an independent controller in relation to personal data it processes for its own purposes under the Contract.

20. Liability

20.1 Nothing in the Contract excludes or limits liability where it would be unlawful to do so, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot lawfully be excluded or limited.

20.2 Subject to clause 20.1, we shall not be liable for:

1. loss of profits;
2. loss of revenue;
3. loss of business;
4. loss of contracts;
5. loss of anticipated savings;
6. loss of opportunity;
7. loss of goodwill or reputation;
8. business interruption; or
9. indirect or consequential loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

20.3 Subject to clause 20.1, our total aggregate liability arising out of or in connection with the Contract shall not exceed the total Fees paid or payable by the Client under the Contract.

20.4 Where the claim relates solely to a separately identifiable Service or engagement under a wider Contract, our liability shall, to the extent reasonable and legally permissible, be limited to the Fees paid or payable for that Service or engagement.

20.5 The Client acknowledges that the Fees have been calculated on the basis of the limitations of liability contained in this clause.

21. Suspension and Termination

21.1 We may suspend Services immediately where:

1. payment is overdue;
2. the Client materially fails to cooperate;
3. continuing delivery would in our reasonable opinion create a health, safety, legal or serious professional risk; or
4. serious Participant misconduct occurs.

21.2 Either party may terminate the Contract by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so.

21.3 We may terminate immediately where the Client:

1. becomes insolvent;
2. enters liquidation or administration, other than for a solvent restructuring;
3. ceases or threatens to cease trading; or
4. commits a serious breach which cannot reasonably be remedied.

21.4 Termination does not affect any right or liability accrued before termination.

21.5 On termination, the Client shall pay all Fees properly due for Services and preparatory work completed up to the termination date, together with all non-refundable third-party costs and any cancellation charges applicable under clause 11.

21.6 If any licence to use our materials is conditional upon payment in full, that licence shall not take effect, or may be suspended, until all relevant Fees have been paid.

21.7 Clauses which by their nature are intended to continue after termination shall survive termination, including provisions concerning payment, confidentiality, intellectual property, data protection, liability and governing law.

22. Force Majeure

22.1 Neither party shall be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control.

22.2 Such circumstances may include severe illness, accident, transport disruption, extreme weather, fire, flood, industrial action, civil disturbance, war, terrorism, epidemic or pandemic restrictions, government action, major technology failure, power failure or failure of essential third-party infrastructure.

22.3 The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to reduce the effect of the circumstances.

22.4 Where such circumstances prevent us from providing scheduled Services, we may reschedule those Services in accordance with clause 13.

22.5 Fees paid for affected Services will ordinarily be transferred to the replacement date rather than refunded.

22.6 Payment obligations which fell due before the relevant circumstances arose are not suspended by this clause.

22.7 If the affected Services cannot reasonably be provided within 60 days of the original Delivery Date, either party may terminate those Services. We will refund Fees paid for Services not provided, less amounts properly due for Services or preparatory work already completed and any non-refundable third-party costs.

23. Non-Reliance and Entire Agreement

23.1 The Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes previous discussions, negotiations, correspondence, statements and understandings relating to that subject matter.

23.2 Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty that is not expressly set out in the Contract.

23.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation or any other liability which cannot lawfully be excluded.

23.4 Informal discussions, indicative outcomes, examples, sales conversations and exploratory discussions do not create contractual guarantees unless expressly incorporated into the Proposal.

24. Third-Party Rights

24.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Contract.

24.2 In particular, Participants do not become parties to the Contract merely because they participate in or benefit from the Services.

25. Assignment and Subcontracting

25.1 The Client may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations under the Contract without our prior written consent.

25.2 We may use appropriately qualified subcontractors or associates in providing the Services.

25.3 Where we subcontract our contractual obligations, we remain responsible for the performance of those obligations subject to the limitations contained in these Terms and Conditions.

26. No Waiver

26.1 A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.

26.2 A waiver of one breach shall not constitute a waiver of any subsequent breach.

27. Severance

27.1 If any provision of the Contract is found to be invalid, illegal or unenforceable, that provision shall, so far as legally possible, be treated as modified to the minimum extent necessary to make it valid and enforceable.

27.2 If modification is not possible, the relevant provision shall be treated as deleted.

27.3 The remaining provisions shall continue in full force and effect.

28. Notices

28.1 Any notice relating to cancellation, termination, breach or another material contractual matter must be in writing.

28.2 Notices may be sent by email to the email address normally used by the parties for the engagement, or by post to the relevant registered or business address.

28.3 An email shall be deemed received on the Working Day it is sent if sent before 5pm, or on the next Working Day if sent after 5pm or on a non-Working Day, provided no delivery failure notification is received.

28.4 A notice sent by first-class post shall be deemed received two Working Days after posting.

29. Relationship of the Parties

29.1 Nothing in the Contract creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between the parties.

29.2 Neither party has authority to bind the other except as expressly agreed.

30. Variations

30.1 No variation of the Contract shall be effective unless agreed in writing by authorised representatives of both parties.

30.2 For ordinary operational matters, an exchange of emails may constitute written agreement.

31. Governing Law and Jurisdiction

31.1 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the law of England and Wales.

31.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.