The following terms and conditions refer to Claire Holly also known as Claire Holly Brand Coach (“the Company”) and its relationship with its Clients and potential Clients (“the Client”).

It is agreed as follows:

1. Definitions

Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine, and vice versa. The headings contained in this Agreement are for convenience only and do not affect their interpretation.

The following expressions shall have the following meanings:

1.1 “Company” means Claire Holly, also known as Claire Holly Brand Coach, both of which are trading names of In Good Company (London) Ltd, 85 Stroud Green Road, London, N4 3EG;

1.2 “Client” means any person or company who purchases Services from the Company;

1.3 “Proposal” means a proposal, quotation or similar object describing the Company Services;

1.4 “Services” means the Company Services as described in the Proposal;

1.5 “Fee” means the monies due to the Company from the Client for providing the Services;

1.6 “Intellectual Property Rights” or “Intellectual Property Provisions” (henceforth “IPR”) means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;

1.7 “Company Terms” means the terms and conditions of supply of Services;

1.8 “Agreement” or “Contract for the Provision of Services” means the contract between the Company and the Client for the Provision of the Services incorporating the below terms and conditions;

1.9 “Company Rates” means the standard chargeable Company rates assigned to various types of Services;

1.10 “Project” means the total number of Services as set out in the Confirmation Note, Proposal or Scope of Work;

1.11 “Work” means any work created by the Company as part of their Services;

1.12 “Third Party Materials” means any materials not created and owned by the Agency or Client;

1.13 “Retainer Agreement” or “Retainer” means a contract between the Client and the Company whereby the Company provides the Client with assured access to their Services each month, as outlined in a Confirmation Note, whereby the Client pays a lump sum upfront or, more commonly, makes a recurring monthly payment;

1.21 “Client Content” means any imagery, moving image, branding, copy, or any other information or visual asset provided by the Client.

2. Work

2.1 The Fees agreed between the Company and the Client are subject to an agreed Scope of Work, which may be laid out in a Confirmation Note or in writing by email, and agreed upon prior to work commencing. Any changes to the Scope of Work may result in additional Fees being charged to the Client by the Company and may affect any agreed delivery time.

2.2 The Company shall not be required to provide any Services, advice and assistance in addition to the Deliverables set out in the Confirmation Note or Scope of Work, and any requests to provide such additional Services, advice and assistance shall be subject to the prior approval of the Company and agreement between the Company and the Client as to the level of Fees payable for such additional Services, advice and assistance. In the event that such additional Services, advice and assistance is agreed, the Company will notify the Client of the Terms upon which these will be provided, including details of any new Fee arrangements, in order that the Fee arrangement between the Company and Client as set out in the Confirmation Note may be adjusted accordingly together with adjustments to the payment terms.

2.3 No variation or alteration of these Terms shall be valid unless approved by the Client and the Company in writing, except where changes are necessary to comply with applicable safety and other statutory requirements, in which case the Company may make such necessary changes without prior notification to the Client.

3. Obligations of the Client

3.1 The Client shall provide the Company with any required information and access to any required facilities and personnel as the Company shall reasonably need in order to provide the Services.

3.2 The Client shall make any decisions and provide instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services.

3.3 The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing any required information, by providing access to any required facilities and personnel, and by providing any required decisions and instructions at the times required by the Company.

4. Confidentiality

4.1 Each party acknowledges that in connection with their time working together they may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation “Confidential Information”.

4.2 Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations to deliver the Services, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

4.3 Both parties agree to protect the confidentiality of both party’s proprietary information and all physical forms thereof, whether disclosed to either party before any Agreement is signed or afterward.

4.4 Unless strict confidentiality or an embargo is requested in writing by the Client in advance of any Agreement being signed, and agreed to in writing by the Company, the Company can display materials, preliminary work, conceptual work, testimonials, quotes or statements (whether written or verbal) from the Client and final work created for Client on the Companies websites, social media channels, portfolio and any other promotional source or media – whether digital or in print.

5. Quotes + Fees

5.1 All quotes, fees and estimates are valid for 30 days from the date of submission.

5.2 Quotes, fees estimates are based upon the information provided by the Client, including, but not limited to, detail on quantities, structure, scope and functionality. Any quote or estimate may therefore be subject to change should the Client’s requirements change at any time.

5.3 Unless otherwise stated VAT will be charged extra.

5.4 If the contract or hourly Fee has not been fixed for the term of a contract, the hourly Company rates will apply.

5.5 The Company reserves the right to alter their Fees and Rates at any time as business needs dictate.

5.6 Quotes/estimates are based upon the Companies current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

5.7 Any stated timescale is reliant upon the Client providing all required, finalised, high-quality and usable information, copy, images or other required assets or information within the time set out by the Company at project initiation.

5.8 If any assets provided by the Client are not of high enough quality to be used by the Company, or other issues arise that may cause delays to the production of the work, such as but not limited to issues with usage rights or amendments to copy submitted after the work has commenced, the Company reserves the right to charge the Client additional fees should these issues result in extra time being spent by the Company to create any final Work or Deliverables.

5.9 Any estimates given by the Company as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

5.10 The Project Fees include the Companies Fees only. Any and all outside costs including, but not limited to, travel costs, time taken to travel to the location/client/site, equipment rental, photographer’s or videographer’s costs and fees, photography/videography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to the Client unless specifically otherwise provided for in the Confirmation Note or Scope of Work.

5.11 If the Client has a deadline that’s impossible to achieve during normal working hours or as part of the Companies standard work schedule or timeframes (usually this is a deadline with very short notice or a large volume of work that needs to be completed within an unrealistic time frame) then the Company can sometimes offer to complete the Work by working over time. This means the Companies team will agree to work evenings and weekends to complete the work in time for the Client’s deadline. When this happens the Agency must, understandably, charge a ‘rush fee’ in addition to the agreed project fee. The rush fee will depend upon the time taken and scope of work but is usually charged at 25% above our standard rates and fees.

6. Invoices + Payment

6.1 All invoices are payable within five working days of the date of invoice.

6.2 The Company reserves the right to withhold delivery of any workshops, sessions, calls and any transfer of ownership, including any Intellectual Property Rights of any Work or Final Work produced by the Company if accounts are not current or overdue invoices and/or expenses are not paid in full.

6.3 All grants of any license to use or transfer of ownership of any Intellectual Property Rights under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges, or the costs of amendments.

6.3 The Company understands and will exercise their statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 amended by the European Directive 2000/35/EC if we are not paid according to these Terms.

6.4 All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.

6.5 All payments must be in UK Pounds Sterling (GBP).

6.6 If the Company incurs any costs as a result of the Client’s neglect or default, the Company may charge those costs to the Client in addition to the contract price.

6.7 When payment is overdue, the Company may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

6.8 The Company may require full payment in advance, or we may agree to a payment plan usually consisting of 50% payment in advance and 50% payment mid way through any project or coaching course.

6.9 Any Clients who have signed a Retainer Agreement for regular monthly work must issue payment for the monthly bill in full, upfront, before any work is commenced. Unless otherwise agreed by the Company in writing, the Client must pay the agreed rate for the Retainer Services by the 1st of each month. Any changes to the agreed fees for a Retainer Service must be agreed to by the Company in writing with no less than one months’ notice of the month from which the Client wishes to cease the Retainer or alter the Retainer.

6.10 If the Client’s payment is returned by the bank as unpaid for any reason, the Client will be liable for a charge of £50 + VAT for each occurrence.

6.11 Following full payment of the final invoice and any costs incurred by the Company, where relevant, the Company will send across or make live all final Deliverables.

6.12 If, in good faith, the Company has sent across or made live any Final Deliverables prior to the final invoice and any expenses being paid in full and the Client is late to pay or refuses to pay the final invoice and any expenses in full, the Company reserves the right to request the immediate return of any or all Final Deliverables and/or may withhold access to or make any digital deliverables inaccessible by the public, until the final invoice has been paid in full.

6.13 The Company reserves the right to withhold delivery and any transfer of ownership, including all Intellectual Property Rights, of any Work produced by the Company if accounts are not current or overdue invoices are not paid in full.

6.14 All grants of any license to use or transfer ownership of any Intellectual Property Rights are conditional upon receipt of payment in full, which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and Fees, charges, or the costs of Amendments.

6.15 If a Client does not complete their coaching course within 12 months of the Client onboarding with the Company, the Company reserves the right to either cancel the rest of the course or, if the Companies fees have increased, give notice to the Client that the Fees for the remainder of their course of coaching will increase.

7. Client Approval

7.1 Upon acceptance of any Work, the Client accepts responsibility for any further processes in which this Work is used (e.g. film outpost, printing, etc.).

7.2 The Company is not responsible for errors found in the Work or projects related to this Work after acceptance of the Work by the Client. Any requests to correct any errors found by the Client or any third party following acceptance of the Work will be charged in addition by the Company.

8. Cancellation

8.1 Both parties understand that the Client or the Company may terminate the Services at any time if, for any reason, the relationship is deemed unsatisfactory by either party – providing written notice is given to the other party with 30 days notice.

8.2 The Client shall have no right to terminate a contract, allege a breach of contract, or seek any cancellation, reduction or repayment of costs on the basis of style or composition.

8.3 Upon written cancellation the Client is responsible for full payment of all expenses incurred by the Company, any Work performed by the Company towards the completion of the project, retainer or course of coaching, based upon the percentage of the project completed that is determined by the Company.

8.4 The Company retains the right to charge cancellation fees in line with these Terms.

8.5 Should the Client cancel the project following its completion, the full Fee is still liable and the Client is responsible for paying the full agreed Fee and any additional expenses incurred by the Company. The Client will also be liable for any third-party costs, including cancellation Fees.

8.6 In the event of cancellation, the Company retains ownership of all copyright and the full Intellectual Property of all original Work created by the Company.

8.7 The Company reserves the right to charge a cancellation fee on any scheduled coaching or consultancy sessions or workshops. If the Client cancels with less than two working days’ notice the Company reserves the right to charge 100% of the Fee for the workshop or consultancy session. If the Client cancels more than one scheduled coaching or consultancy session with less than two working day’s notice the Company reserves the right to end their contract with the Company.

8.8 The Company cannot be held responsible for a cancellation or postponement of any Work, including coaching and consultancy sessions, due to a regional or national lockdown or having to self isolate due to coronavirus.

8.9 The Company cannot be held responsible for a cancellation or postponement of any Work, including coaching and consultancy sessions, due to an act of god or bad weather deemed severe enough to negatively impact the Work or deem it impossible or dangerous to undertake the Work.

8.10 In the instance that the Company has to cancel a coaching and consultancy session due to bad weather as described in 8.9 we will endeavour, if possible, to email the Client 24 to 48 hours in advance to notify them of the cancellation. A rescheduled shoot will then be organised by the Company at no extra cost to the Client.

8.11 If the Client cancels a photo or video shoot due to bad weather that does not fall into the description under clause 8.9 they will be subject to the cancellation terms outlined in clause 8.7.

9. Assignment

9.1 No Party to this Agreement may assign this Agreement to another person, agency, business or third party without prior consent of the other party, given in writing.

10. Severance and Public Restrictions

10.1 If the provision of any Agreement between the Client and the Company is declared void or unenforceable by any judicial or administrative authority, this shall not nullify the remaining provisions of this Agreement between the Client and the Company, provided that the cancellation of such provision does not substantially alter the economic interest of either party in the continued performance of any Agreement.

11. Governing Law And Jurisdiction

11.1 This Agreement is governed and interpreted in accordance with English law. Any dispute arising in connection with this Agreement and which cannot be settled on an amicable basis shall be submitted to the exclusive jurisdiction of the English Courts.

12. Indemnification

11.1 Each party will indemnify and hold harmless the other party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is directly or proximately caused by the negligent or wilful acts or omissions of the indemnifying party or its agents or representatives and which result from or arise out of the indemnifying party’s participation in any Agreement or Work. This indemnification shall survive the termination of any Agreement between the Client and the Company.

13. Limitation Of Liability

12.1 It is understood and agreed that the Company will not be liable to the Client, or any agent or associate of the Client, for any mistake or error in judgement or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this agreement.

14. Warranties And Representations

14.1 The Client represents, warrants and covenants to the Company that:

14.1.1 the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content;

14.1.2 to the best of the Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any trademarks in connection with the Project does not and will not violate the rights of any third parties;

14.1.3 the Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; and

14.1.4 the Client shall comply with all laws and regulations as they relate to the Deliverables.

14.2 the Client further acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

14.2.1 coordination of any decision-making with parties other than the Company;

14.2.2 provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Confirmation Note or Scope of Work;

14.2.3 final proofreading and, in the event that the Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors;

14.2.4 ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in the Client’s industry.

14.3 The Company hereby represents, warrants and covenants to the Client that:

14.3.1 the Company will provide the Deliverables identified in the Confirmation Note or Scope of Work in accordance with all reasonable professional standards for such Services, and;

14.3.2 the Company further represents, warrants and covenants to the Client that:

14.3.2.1 except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of the Company and/or its contractors; and

14.3.2.2 in the event that the Deliverables include the work of contractors commissioned for the Project provision of the Deliverables by the Company, the Company shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for the Company to grant all Intellectual Property Rights to the Client as provided for in the Agreement; and

14.3.2.3 to the best of the Companies knowledge, the Deliverables provided by the Company do not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event the Client or third parties modify or otherwise use the Deliverables outside of the Scope of Work or for any purpose not identified in the Confirmation Note or Agreement or contrary to the Terms noted herein, all representations and warranties of the Company shall be void;

14.3.3. except for the express representations and warranties stated in these Terms, the Company makes no warranties whatsoever. The Company explicitly disclaims any other warranties of any kind, either expressed or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

15. Methods

15.1 The Company shall perform the Deliverables in a completely independent manner and under its sole responsibility.

15.2 The Company reserves the right to sub-contract the fulfilment of an order or project, or any part thereof.

15.3 Should the Client supply text, artwork or images, the Company is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

15.4 The Company shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

15.5 The Client’s property and property supplied to the Company on behalf of the Client, while it is in the possession of the Company or in transit to or from the Client, will be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly.

15.6 When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Company shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.

15.7 The Company shall not be required to use, print, upload or hold any matter which, in its opinion, is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.

15.8 Unless otherwise agreed in writing, work will usually commence within 10 working days of receipt of the deposit payment – subject to all briefs, assets, copy, images and other relevant information being submitted in full and to spec to the Company. Any anticipated completion date provided by the Company is subject to options chosen and Client co-operation in the provision of information, resources, Client feedback and approval, the completion of any required ‘homework’, and the Client’s timely participation in workshops and sessions. The Company will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, failure of the Client to provide required information at all or in a timely manner, or additional requirement requests may result in delays. Timelines provided are estimated but the Company will not be held liable if the project overruns due to delays caused by the Client failing to provide information, content or approval in good time, or any third-party issues or force majeure (act of God).

16. Dispute Resolution

16.1 In the event that a dispute arises out of or in connection with the Agreement, Confirmation Note, Scope of Work or Intellectual Property Provisions, the Parties will attempt to resolve the dispute through friendly consultation.

16.2 If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not available or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator’s award will be final, and judgement may be entered upon it by any court having jurisdiction within the Country of England.

17. Prior Agreements

17.1 The Agreement together with the Confirmation Note and any Intellectual Property Provisions constitutes the entire agreement between the Parties relative to the matters referred to herein and supersedes any other agreement, whether verbal or written, which may have existed between the Company and the Client.

17.2 Any modification or amendment of the Agreement, the Confirmation Note or Intellectual Property Provisions shall be in writing and shall become effective if and when signed by both parties.

18. Time Schedules and Delays

18.1 The Client acknowledges and agrees that the Companies ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials, information and attend each agreed coaching and consultancy workshop and session, and that any delays in the Client’s performance or any additional work requested by the Client may delay delivery of the Deliverables and completion of any course of coaching or retainer. Any delay caused by the Client shall not constitute a breach of obligations or terms and conditions by the Company.

18.2 All timelines and costs are based upon the availability of the Client and their participation in the project, retainer or course of coaching or consultancy. Delay in participation may result in the delay of the whole project or course of work, and the Company will not bear accountability for any delays in the project or course of work as a result of Client failure to meet deadlines, attend workshops and sessions, or send required content and information in good time.

18.3 If the delivery of any Deliverables is delayed as a result of the Client, the Company reserves the right to invoice in part or in full for any Work already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.

18.4 Where necessary, the Company may engage specialist 3rd party vendors to ensure the timely and quality delivery of any works commissioned.

18.5 If performance of the Services is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):

18.5.1 the Company shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default;

18.5.2 the Company shall not be liable for any costs or losses sustained or incurred by the Client that arise directly or indirectly from Client Default;

18.5.3 the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default, and;

18.5.4 the Company reserves the right to cancel the contract should the Client be unable to remedy the Client Default within 60 days of the Client Default occurring.

18.6 Should the Client cause significant delays to the delivery of the Work or completion of a course of coaching or consultancy, the Company reserves the right to either cancel the contract or charge additional fees to the Client. Unless otherwise specified in the Confirmation Note or Scope of Work, a significant delay would be considered as a delay that lasts 30 days or more. Client delays might include, by way of example, the Client not responding to the Companies attempts to contact them, the Client not sending requested feedback or materials to the Company, the Client not providing requested information to the Company.

18.7 If the Company chooses to cancel the contract as a result of a Client Default or significant delay any outstanding costs, fees and other expenses must be paid to the Company with immediate effect. Furthermore, the Company shall not be held liable for any costs, fees, damages or other losses sustained or incurred by the Client that arise directly or indirectly from Client delays or the cancellation of a contract due to Client Default or Client delays.

18.8 Because of the nature of the Companies business, the Company will be juggling multiple Clients at any given time – both project based and retainer Clients. Because time is at a premium, the Company will not take on more Clients than they can handle, however, scheduling is a priority for the Company. The Company schedules all work for the month in advance to maintain a workflow that is conducive for our business and for all of the Companies Clients. When the Company takes on a Client, or a Client wishes to contract the Company to complete additional work for them, they are given a set amount of time in the Companies work schedule. The scheduling of these tasks is at the discretion of the Company. Should a Client wish to contract Work with the Company that cannot reasonably be completed within the Companies work schedule and standard timelines, such as requests with short turnaround deadlines, the Company is likely to charge a rush fee (please see clause 5.11) which will be quoted for in addition to the Work.

19. Accreditation and Promotions

19.1 The Company retains the right to reproduce, publish and display any feedback, testimonials, Deliverables or any Work created as part of the project, whether Final Works or Working Files or any other relevant Work created by the Company in the Companies portfolios and websites, and in galleries, design and business periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

19.2 Where the Company performs discounted or pro-bono work the Company retains the right to secure written, photographic and videographic testimonials from the Client to be used in perpetuity, worldwide, on any medium including but not limited to digital, print, film, and during speeches at live events. Failure by the Client to provide or work with the Company to create a set of testimonials, photographs and filmed footage will be deemed a breach of contract, in which circumstances the Company will issue an invoice for payment of their services to date in line with current Company Fees.

19.3 Prior to the commencement of any pro-bono or discounted work the Agency will issue the Client with an Agreement which will outline how the Work may be used, which must be signed by the Client before any work may be used by the Client. This will include the type of media the Work may be used on, how long for, in what territories and how the Work must be credited.

19.4 The Company retains the right to reproduce, publish and display any feedback, testimonials, Deliverables or any Work created as part of the project, whether Final Works or Working Files or any other relevant Work created by the Company in its sister companies portfolios and websites, including but not limited to: on social media pages, digital ads, websites, print materials, display materials. Our sister companies include Barefaced Studios and Good Company – both are trading names of In Good Company (London) Ltd.

20. Intellectual Property

20.1 It’s the Client’s responsibility to check they have the right to use any material that they supply to the Company and that they aren’t infringing copyright, patent or any other laws in doing so.

20.2 It’s the Client’s responsibility to ensure that all the necessary clearances have been obtained to allow any photographs, videography or other work to be taken without hindrance or infringements of trademarks or copyrights.

20.3 It’s the Client’s responsibility to ensure that the correct licences have been obtained for any works not created by the Company but used within Work created by the Company, such as, by way of example only, licensed music for videography purposes. If any third party work requires an attribution, it’s the Client’s responsibility to ensure the third party work has been correctly attributed. It is also the Client’s responsibility to ensure the use of any third party work is being used in line with the terms of the obtained licence. The Company cannot be held responsible in any way for the incorrect use of any third party works.

20.4 The Client shall provide the Company with copies of all trademarks and other intellectual property that represents the branding of the Client which are to be included in the performance of the Services. The Client hereby grants the Company a royalty free licence to use, copy and reproduce such trademarks and branding for the purpose of developing the Work created by the Services.

20.5 The Client agrees that upon completion or termination of this Agreement the Company shall be entitled to use the Work created by the Services for its own internal and external promotional purposes, including but not limited to displaying the Work on the Companies website, portfolio, social media sites, submission to awards programmes and publications, for the Company to promote and sell their Services.

20.6 The Company will retain full ownership of all pro-bono Work produced, unless otherwise agreed by the Company in advance in writing and signed by both parties.

20.7 The Company cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore the Company will not accept liability for any alleged claim from the Client or any Third Party as a result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strap line, colour usage, image style and content, product or otherwise.

20.8 Following submission of the final Deliverables the Company may keep a copy of the original source files for a minimum of one year as a back-up, with exception for any Retainer Clients for whom the Company may keep source files indefinitely, during the duration of their contract with the Company, at the sole discretion of the Company. The Company may decide to keep source files for longer periods of time or indefinitely, however it is the Client’s responsibility to safely store any Final Works or to purchase and safely store any source files delivered from the Company and cannot hold the Company responsible for any loss or removal of Final Work, Work or source files once they have been sent to the Client.

20.9 The Client agrees not to exploit the copyright of any Work produced by the Company outside of the market category for which the Work was created, except with the Companies written consent.

20.10 It is the responsibility of the Client to ensure that all published content is truthful and can be substantiated so as to comply with the British Code of Advertising Practice (for the time being in force), consumer protection legislation and other codes under the general supervision of the Advertising Standards Authority.

20.11 Work created by the Company as part of an unsuccessful pitch shall remain under the full and exclusive ownership of the Company.

20.12 The Client must not attempt to ‘pass off’ any Work, whether Final or otherwise, created by the Company as their own or that of another Company. The Client is responsible for the use of any original Work created by the Company. In the instance that the Client decides to work with another company, freelancer or other third party, it is the Client’s responsibility to ensure that the third party does not pass off the Work created by the Company as their own or misrepresent the origin of the Work in order to lead consumers to believe that the Work has been created by another business.

20.13 Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other
party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.

20.14 All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to the Company; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.

20.15 The Client shall not copy, pass off, distribute or share any documents, workbooks, templates or other materials provided to them by the Company. All materials created by the Company in order to assist the Client during their course of coaching or consultancy, or as part of a retainer agreement, remain the intellectual property of the Company. Any breach of this clause may result in the Company charging a usage Fee to the Client and any third party with access to, using, passing off or sharing materials created and owned by the Company, or in legal action being taken against the Client.

21. Insolvency

21.1 If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due or is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall:

21.1.1 Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to them;

21.1.2 In respect of all unpaid debts due from the Client have general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled upon the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

22. Force Majeure

22.1 The Company shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Company elect to terminate the Agreement and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

23. Information Provided by The Client

23.1 The Client warrants that the name, address and payment information provided when they place their order with the Company will be correct and they agree to notify the Company of any changes in the name, address and/or payment details.

23.2 The Client agrees that the Company may disclose the Client’s name and address where any inquiries are made.

23.3 The Client warrants that they possess the legal right and ability to enter into any Agreement and to use the Companies services in accordance with any Agreement.

24. Notice

24.1 All notices shall be made by email or registered mail or by courier to the usual business address or email address of each party.

25. Non-Solicitation

25.1 For a period of one year after the closing of the transactions the Client will not, directly or indirectly solicit without written approval from the Company for employment any former employees, contractors, or consultants of the Company or any of its subsidiaries.

25.2 In the event of a breach (or threat of a breach) of these Terms, the Company is entitled to immediate and appropriate injunctive relief, or a decree of specific performance of the Agreement, without the necessity of showing any irreparable injury or special damages.

26. Data Protection

26.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

26.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).

26.3 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this agreement.

26.4 The Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under this agreement:

26.4.1 process that personal data only for the purposes of this agreement or on the Client’s written instructions;

26.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

26.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

26.4.4 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:

26.4.4.1 the Company has provided appropriate safeguards in relation to the transfer;

26.4.4.2 the data subject has enforceable rights and effective legal remedies;

26.4.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

26.4.4.4 the Company complies with the Client’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data;

26.4.5 assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

26.4.6 notify the Client without undue delay on becoming aware of a personal data breach;

26.4.7 at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data;

26.4.8 maintain records and information to demonstrate its compliance with these provisions.

27. Status

27.1 The Company and the Client are each independent contractors and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

27.2 The Company shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.

28. Changes, Variations and Waiver

28.1 If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.

28.2 This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.

28.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.

29. Additional Services

29.1 If the Client wishes to undertake additional services not pertaining to 1:1 Brand Coaching including, but not limited do, Brand Consultancy, ‘Done For You’ Brand Strategy or Brand Identity Design the above terms still apply. However, an additional Terms of Agreement will be sent to the Client covering the additional services and their specific terms.

29.2 Brand Identity Design services will be undertaken by our sister company, Barefaced Studios (a trading name of In Good Company (London) Ltd).

30. WhatsApp Support:

30.1 The Company offers support via WhatsApp directly with its Director Claire Holly for all clients who have invested in a course of 1:1 coaching or in a coaching / consultancy retainer. The Company cannot guarantee that it will be able to respond within any particular timeframe but the Company will do their best to respond within one working day or as soon as is feasibly possible.

30.2 The Company will only be able to respond to WhatsApp support requests between the hours of 10am and 5pm Monday to Friday (not including bank holidays).

30.3 During times when the Claire Holly is taking time off from work (e.g. holidays) neither she nor the Company will be able to respond until she returns to work. The Company ask that Clients please refrain from contacting Claire Holly during such a time until she is back at work. The Company will, of course, notify all clients in advance of any time Claire Holly is taking off.

30.4 All 1:1 coaching Clients embarking on a course of 8 coaching sessions will have access to WhatsApp support for the first four months from the date of the first workshop with the Company.

30.5 If the Client needs to take a break from coaching in the middle of their coaching journey their access to WhatsApp support will be paused until they resume their coaching sessions.

30.6 Retainer clients will receive continuous WhatsApp support for the entirety of their contract with the Company until they, or the Company, cancels their retainer contract.

31. Acceptance of Terms:

31.1 By signing any Agreement or Confirmation Note issued by the Company or by issuing a payment to the Company, the Client confirms that they have read, understood, and are considered legally bonded to these Terms.

31.2 The Company reserves the right to change these Terms at any time, at its sole discretion, without notice. Any change binds you as soon as you use the Companies Services and the Company therefore strongly recommends that Clients check these Terms on a regular basis.

31.3 The Company reserves the right to seek all remedies available by law and in equity for any violation of these Terms. Any rights not expressly granted herein are reserved. The Company reserves the right to release information to the proper authorities, as a result of a violation of these Terms, or unlawful acts, if the information is subpoenaed and/or if we deem it necessary and/or appropriate. Further, you agree that the Company may, at its sole discretion, at any time terminate your access to any Works created by the Company and any account(s) you may have in connection with the Company.

30.4 These Terms supersede any previous versions. By agreeing to these Terms, your statutory rights are not affected.