Terms and conditions

The terms and conditions set out below are the terms and conditions on which Voice Synergy Limited (‘the Company’) agrees to provide services to you (‘the Client’)

1 RECITALS

1.1 The Client wishes to engage the Company to provide the Services described in the ‘Proposal for Voice Coaching and Training’ accompanying this

document (‘the Services’ and ‘the Proposal’).

1.2 The Company accepts the engagement under the terms of this Agreement.

2 ROLE OF THE COMPANY

2.1 The Company 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 Company 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 Company shall consult the Client before the commencement of and from time to time throughout the performance of

the Services.

2.3 The Company will deliver the Services through employees or agents acting on its behalf and will ensure that such employees or agents are appropriately

qualified and trained to provide the Services.

2.4 The Company reserves the right to vary any time-table 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 time-table shall not constitute a breach of this Agreement by the Company.

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 Company (its employees and agents) information, documents and other particulars relating to the Client’s requirements

for the Services.

3.3 Arrange Access to Perform Services

The Client shall make appropriate arrangements to enable the Company’s employees and agents to enter such lands and/or buildings as are necessary to enable

delivery of the Services.

3.4 Co-operate with Company, its employees and agents

The Client shall endeavour to co-operate with the Company (its employees and agents) and shall not willfully interfere with or obstruct the proper performance

of the Services.

4 PAYMENT TO THE COMPANY 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 Company all fees and reimbursable expenses within

(seven) 7 days of receipt of the tax invoice therefor.

4.2 Reimbursable Expenses / Disbursements: The Client shall indemnify the Company for costs and expenses reasonably incurred by it in the performance

of the Services.

4.3 Effect of Termination on Right to Payment: If the engagement of the Company is terminated for any reason (other than for breach of this Agreement by

the Company), the Company shall be entitled to be paid: (a) a pro rata fee, according to the proportion of the Services carried out as compared with the

Services for which the Company 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 Company shall be entitled upon termination

to submit a claim for the aggregate of such amounts less all amounts already claimed and paid pursuant to this Agreement.

4.4 Late Payment: The Client shall pay interest on any tax invoice not duly paid in accordance with clause 4.1 above at the rate of 5% above the Bank of

England base rate prevailing from time to time.

4.5 Skype Coaching: Where the services provided by the Company comprise and/ or are delivered by way of Skype Coaching, the Company will agree with

the Client in advance the dates for the delivery of a minimum of 4 such Sessions (‘the Skype Coaching Block’) and will pre-invoice the Client for each Skype

Coaching Block.

4.6 The Client shall pay to the Company the pre-invoice for each Skype Coaching Block by way of cleared funds into the account nominated by the Company

for payment not later than 48 hours before the commencement of the first session of each Skype Coaching Block.

4.7 Save as provided in Clause 4.8 below, the Client agrees that each payment made for a Skype 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 24 hours prior notice in writing to the Company of a wish to cancel and rebook a Skype Coaching Block

session, the Company will permit the Client to rebook any such session on not more than one occasion.

5 TERM

The Company 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 7.2, 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 Company.

6.2 Publication of Articles

The Client shall not without the Company’s consent in writing publish or cause to be published or reproduced any of the Materials.

7 TERMINATION OF SERVICES

The Company may, by notice in writing served on the client, terminate the Company’s obligations under this Agreement if the client is in breach of the

provision of Clause 4 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 Company 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 Company may employ such persons as are appropriately qualified and as the

Company may deem necessary for the performance of the Agreement.

8.2 Third Party Rights

STANDARD TERMS AND CONDITIONS OF CONTRACT

VOICE SYNERGY LIMITED

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 Company under this Agreement shall remain in full force irrespective of any neglect, forbearance or delay in their

enforcement. The Company 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 Company 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 Company 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 Company 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 Company, its employees or agents prior to entering into this Agreement other than a statement

made or confirmed in writing by the Company; 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 Company 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.