The terms and conditions set out below are the terms and conditions on which Voice Synergy (‘the Provider’) agrees to provide services to you (‘the Client’) ___________________________________________________________________________________
1 RECITALS
1.1 The Client wishes to engage the Provider to provide the Services described in the ‘Proposal for Voice Coaching and Training’ accompanying this document (‘the Services’ and ‘the Proposal’).
1.2 The Provider accepts the engagement under the terms of this Agreement.
2 ROLE OF THE PROVIDER
2.1 The Provider will exercise the professional standard of skill, care and diligence in the performance of all Services and other obligations under this Agreement normally exercised by members of the profession performing services of a similar nature.
2.2 The Provider shall use all reasonable efforts to identify the Client’s requirements for the improvement of spoken communication skills and quality of voice in delivery. For that purpose, the Provider shall consult the Client before the commencement of and from time to time throughout the performance of the Services.
2.3 The Provider reserves the right to vary any timetable for delivery of the services on giving not less than 2 days prior written notice thereof; for the avoidance of doubt any such variation in any timetable shall not constitute a breach of this Agreement by the Provider.
2.4 The Provider may record all or any part of a training session for the purposes of reference and research. By requesting the Services, the Client agrees and consents to any such recording and the retention of the recording by the Provider. The Provider will keep any recording confidential and not disclose the same to any third party without the Client’s prior written consent.
3 ROLE OF THE CLIENT
3.1 Scope of the Proposal
The Proposal will provide an indication of the scope of the Services and outline of the process for the implementation and delivery of the Services.
3.2 Provide Information, Documents and Other Particulars
The Client shall make available to the Provider information, documents and other particulars relating to the Client’s requirements for the Services.
3.3 Location and Manner of Provision of the Services
The Services will be provided by Voice Synergy at Voice Synergy premises, online, or at an agreed business venue.
3.4 Arrange Access to Perform Services
The Client shall make appropriate arrangements to enable the Provider and employees and agents of the Provider to enter such lands and/or buildings as are necessary to enable delivery of the Services.
3.5 Co-operate with Provider, its employees and agents
The Client shall endeavour to co-operate with the Provider (and any employees and agents of the Provider) and shall not willfully interfere with or obstruct the proper performance of the Services.
4 PAYMENT TO THE PROVIDER FOR THE SERVICES
4.1 Client to Make Payments: Save as provided in clauses 4.5 to 4.8 below the Client shall pay to the Provider all fees and reimbursable expenses on of receipt of the tax invoice therefor and in advance of the provision of the Services.
4.2 Reimbursable Expenses / Disbursements: The Client shall indemnify the Provider for costs and expenses reasonably incurred in the performance of the Services. 4.3 Effect of Termination on Right to Payment: If the engagement of the Provider is terminated for any reason (other than for breach of this Agreement by the Provider), the Provider shall be entitled to retain: (a) a pro rata fee, according to the proportion of the Services carried out as compared with the Services for which the Provider was originally engaged; (b) all reimbursable expenses incurred to the date of termination; and (c) any reasonable consequential costs and expenses (including loss of anticipated profit) incurred as a result of the termination. The Provider shall be entitled upon termination to submit a claim for the aggregate of such amounts less all amounts already paid pursuant to this Agreement by service of a tax invoice in respect thereof.
4.4 Late Payment: The Client shall pay interest on any tax invoice not duly paid at the rate of 8% above the Bank of England base rate prevailing from time to time.
4.5 Skype and Online Platform Coaching: Where the services provided by the Provider comprise and/ or are delivered by way of Skype or other Online Platform Coaching, the Provider will agree with the Client in advance the dates for the delivery of a minimum of 4 such Sessions (‘the Online Coaching Block’) and will pre-invoice the Client for each Online Coaching Block.
4.6 The Client shall pay to the Provider the pre-invoice for each Online Coaching Block by way of cleared funds into the account nominated by the Provider for payment not later than 48 hours before the commencement of the first session of each Online Coaching Block.
4.7 Save as provided in Clause 4.8 below, the Client agrees that each payment made for an Online Coaching Block shall be non-refundable in the event that any or all of the Skype Coaching Block sessions is or are cancelled by the Client.
4.8 In the event that the Client gives not less than 48 hours prior notice in writing to the Provider of a wish to cancel and rebook an Online Coaching Block session, the Provider will permit the Client to rebook any such session on not more than one occasion.   
5 TERM
The Provider shall commence the Services on the start date specified in the Proposal or if not there specified the date agreed with the Client for the commencement of the delivery of the Services. The Services may be extended by mutual agreement in writing. If no end date is specified, the Services shall continue until completion of the Services described in the Proposal in accordance with this Agreement.
6 COPYRIGHT, DOCUMENTS AND OTHER INTELLECTUAL PROPERTY
RIGHTS
6.1 Copyright
Subject to Clause 6.2, all resources, reports, notes, specifications, models and other information or data and documents complied or prepared in connection with this Agreement (‘the Materials’) shall be the property of the Provider.
6.2 Publication of Articles
The Client shall not without the Provider’s consent in writing publish or cause to be published or reproduced any of the Materials.
7 TERMINATION OF SERVICES
The Provider may, by notice in writing served on the client, terminate the Provider’s obligations under this Agreement if the client is in breach of any of the provisions of this Agreement and the breach has not been remedied within seven (7) days of the delivery of the notice requiring the breach to be remedied.
8 GENERAL MATTERS
8.1 Transfer and Assignment
(a) The Provider may assign, sublet or transfer any right or obligation under this Agreement and the assignment shall release or discharge the assignor from any obligation under this Agreement. (b) For the avoidance of doubt the Provider may employ such persons as are appropriately qualified and as the Provider may deem necessary for the performance of the Agreement.
8.2 Third Party Rights
Save as provided in clause 8.1 above, no third party shall be entitled to the benefit of or to enforce any of the provisions of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded and disapplied.
8.3 Governing Law
This Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
8.4 Waiver
All original rights and powers of the Provider under this Agreement shall remain in full force irrespective of any neglect, forbearance or delay in their enforcement. The Provider shall not be deemed to have waived any of its rights under this Agreement unless such waiver is in writing, and then such waiver shall be effective only in the specific instance and for the purpose for which it is given, and no waiver by the Provider of any breach by the Client shall be deemed to be a waiver of any continuing or recurring breach.
9 Exclusions and Exemptions
The liability of the Provider shall be limited to performing the Services in accordance with clauses 2.1 and 2.2 above and all other implied terms or duties howsoever arising are hereby excluded; further, the Provider shall not be liable for any loss and/ or damage sustained by the Client howsoever caused or arising in any sum or amount exceeding the cost to the Client of the Services provided pursuant to the Proposal; the Client hereby agrees and acknowledges that the Client has not relied upon any statement made by the Provider, or any employee or agents of the Provider prior to entering into this Agreement other than a statement made or confirmed in writing by the Provider; the Client further agrees and warrants that the terms of this clause 9 and each part thereof are reasonable and that these terms and conditions comprise the entire agreement entered into by the Provider and the Client.
10 SEVERANCE
If any provision of the Agreement is, or becomes, void or unenforceable that part that is not, or does not become, void or unenforceable remains in full force and effect and is unaffected by that severance.