client TERMS OF SERVICE

Last Updated: 26 November 2024

PARTIES

1. First Create The Media Limited, a company registered in England and Wales with company number 11415734 whose registered office is at 3rd Floor 86-90 Paul Street, London, England, EC2A 4NE (we, us, our); and

2. The company or individual on behalf of which you are booking these Services (the Client, you, your).

1. COMMENCEMENT

When you complete a booking by using our booking link, selecting a date and time and making payment (the Booking), you accept these terms of service and any other terms that you’re provided with during the booking process (collectively the Terms). The engagement on these Terms shall commence when you complete a booking (the Commencement Date) and shall continue unless and until terminated under the Terms.

2. THE SERVICES

The Services we shall provide are as described on the booking page and should be read carefully before clicking the book button and/or making payment for the Services. The date you select when you complete a Booking is the Workshop Date. 

3. FEES

3.1 In consideration for the provision of the Services we will charge you a fee as shown in the booking information, to be paid upon completing a Booking. The fee shown is exclusive of VAT.

3.2 You agree to make payment without delay upon receipt of the payment link or invoice. We shall be entitled to charge, and you agree to pay, interest on any unpaid amount from the due date until payment is received at the annual rate of 8% plus the Bank of England base rate of the outstanding amount.

3.3 The deadlines outlined in provision of the Services may be altered subject to agreement from both parties. Bringing the deadlines forward at your request will incur additional fees at our discretion. If you do not agree to the additional fees the deadlines will remain as detailed in these Terms.

3.4 If you need to cancel the Services you have booked with us, we will charge you a Cancellation Fee as described on the booking page, to cover our work in preparing for the Services. Where payment for the Services has already been made at the time of cancellation, we will refund you the fees for the Services minus the Cancellation Fee.

3.5 If the Services require you to send materials to us in advance of a workshop or meeting, these must be sent to us at least 7 days before the Workshop Date. If such materials are not provided at least 7 days ahead of the Workshop Date, we may postpone the workshop and delivery of Services until such materials are received, at which point we will reschedule the workshop for a mutually agreed date. If no such materials have been received one month after the original Workshop Date, this will be classed as a cancellation and subject to the Cancellation Fee.

3.6 If you need to reschedule the Services please confirm this with us more than 7 days before the Workshop Date, or it will be classed as a cancellation and subject to the Cancellation Fee. Any rescheduled workshop must take place within one month of the original agreed Workshop Date.

3.7 If you are booking our Pitch Perfect Bootcamp and you need to cancel the Presentation Practice Session or do not book the Presentation Practice Session for a date within 3 weeks of the Workshop Date, but all other parts of the Services have been delivered, the Services will be deemed complete and the full fee payable (and non-refundable if payment has already been received by us). If you need to reschedule the Presentation Practice Session, please confirm this with us more than 7 days before the agreed Session date, or it will be classed as a cancellation and the full fee payable. Any rescheduled Presentation Practice Session must take place within one month of the original agreed Session date.

4. SUBCONTRACTORS

4.1 We may, entirely at our own expense, use subcontractors (Subcontractor) to support delivery of the Services. We will be wholly responsible for engaging any Subcontractor in accordance with relevant employment, tax and immigration laws and ensuring that they have the necessary skills and expertise to perform the Services.

4.2 If a Subcontractor is engaged by us to carry out the Services:

(a) no direct agreement between you and the Subcontractor will arise except under circumstances as set out in Clause 4.3;

(b) we will remain wholly responsible for the acts and performance of the Subcontractor and accept responsibility for any breach of these Terms caused by a Subcontractor;

(c) we will ensure that any Subcontractor fully understands and is bound to comply with our obligations under these Terms;

(d) you shall continue to pay Fees to us as outlined in Clause 3. No direct payments to a Subcontractor will be made by you.

4.3 Depending on the nature of the Services, you (where specifically stated) or we may require a Subcontractor to enter into agreements directly with you, including but not limited to non-disclosure of confidential information, data protection and intellectual property.

5. our obligations

5.1 We shall provide, and shall procure that any Subcontractor shall provide, the Services with reasonable care, skill and ability.

5.2 We shall give reports and updates as reasonably required by you.

5.3 We shall, at our own expense, provide the necessary equipment, tools and admin support to provide the Services.

5.4 We shall, and shall procure that any Subcontractor shall, comply with all and any laws, regulations and codes relevant to the Services provided.

5.5 Unless authorised in writing to do so, we shall not, and shall procure that any Subcontractor shall not, incur any expenditure in your name or on your behalf and shall not have authority to bind you with any third parties in any way.

6. client obligations

6.1 You promise:

(a) to review our work product if and when requested;

(b) to be reasonably available to us if we have questions regarding the provision of the Services; and

(c) to provide timely feedback and decisions.

6.2 You will review the work and provide feedback by the agreed date(s) or provide a revised timeline for review to which the parties agree. In the absence of feedback by the agreed date(s) or the agreement of a revised review timeline, the relevant work product will be deemed to be approved and payment due according to the agreed schedule.

6.3 If you provide us with material to incorporate into the work product, you promise that this material does not and will not infringe on someone else’s intellectual property rights (whether by its being provided to us or by incorporation in work product by us as part of the Services).

6.4 You agree that you will use all reasonable endeavours to ensure that the Services being provided by us will not breach any law or regulation nor infringe the rights of any third party.

6.5 You shall not, without our prior written consent, at any time from the Commencement Date to the expiry of six months after the termination of our engagement under these Terms or the conclusion of Services, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as our employee, consultant or Subcontractor in the provision of the Services.

7. other activities

Nothing in these Terms shall prevent us or any Subcontractor from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during our engagement under these Terms from the Commencement Date to the completion of the Services (including the provision of services which are the same as or similar to any of the Services to third parties in the ordinary course of our business) provided that such activity does not cause a breach of any of our obligations under these Terms.

8. CONFIDENTIAL INFORMATION

8.1 Each party (a Receiving Party) acknowledges that owing to the provision of the Services, they (including in our case, a Subcontractor) may have access to confidential information which the other party (a Disclosing Party) may wish to protect from being disclosed to third parties. Such confidential information includes but is not limited to (1) information held in whatever form relating to the business, customers, products, business models, business development, future plans, and finances confidential to a Disclosing Party, (2) trade secrets including but not limited to technical data and know-how relating to the business of a Disclosing Party or any of their suppliers, customers, agents, distributors, shareholders, management or business contacts, (3) other confidential information that is created, received or obtained in relation to the provision and receipt of Services, whether or not that information is marked confidential. Each party when acting as a Receiving Party promises to treat this information with no less care than if it were our own confidential information, and in any event no less than a reasonable standard of care. Confidential information may be used in the delivery and receipt of the Services under these Terms, but not for anything else.

8.2 Each party when acting as a Receiving Party shall not (in our case shall procure that any Subcontractor shall not), except in the proper course of providing the Services, either during our engagement under these Terms (from the Commencement Date to the completion of the Services) or at any time after our engagement under these Terms is terminated for whatever reason, use or disclose to any third party any confidential information. This restriction does not apply to any use or disclosure authorised by a Disclosing Party or required by law; or any information which is already in, or comes into, the public domain other than through an unauthorised disclosure by a Receiving Party.

8.3 At any stage during our engagement under these Terms (from the Commencement Date to the completion of the Services), each party to the extent it is a Receiving Party will promptly on request return all and any documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Disclosing Party’s business or affairs or any of their customers and business contacts, and any equipment, keys, hardware or software and any data or documents (including copies) produced, maintained or stored by us in any form and in any place in the control of the Receiving Party.

9. DATA PROTECTION

9.1 In this clause 9, the following terms shall have the following meanings:

(a) Applicable Data Protection Laws means:

(i) To the extent the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(ii) To the extent the EU GDPR (General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law) applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.

(b) the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

9.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

9.3 Without prejudice to clause 9.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer to us of any personal data and/or lawful collection of the same by us for the duration and purposes of our engagement under these Terms.

9.4 In relation to the personal data to be shared in the provision of the Services, Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

9.5 Without prejudice to clause 9.2, we shall, in relation the personal data to be shared in the provision of the Services:

(a) process that personal data only on your documented instructions;

(b) implement adequate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data to be shared and against accidental loss or destruction of, or damage to, the same, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by us to process the personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist you insofar as this is possible and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify you without undue delay on becoming aware of a personal data breach involving personal data;

(f) at your written direction, delete or return the personal data and copies thereof to you on termination of our engagement under these Terms unless we are required by applicable law to continue to process it; and

(g) maintain records to demonstrate our compliance with this clause 9.

9.6 You provide your prior, general authorisation for us to:

(a) appoint processors to process the personal data to be shared in the provision of the Services, provided that we:

(i) ensure that the terms on which we appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this clause 9;

(ii) remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and

(iii) inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes.

(b) transfer the personal data outside of the UK as required for the purpose of providing the Services, provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.

9.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 9 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when signed by both parties).

9.8 The liability for losses arising from breaches of this clause 9 is as set out in clause 11.4.

10. INTELLECTUAL PROPERTY

10.1 In this clause 10, the following terms shall have the following meanings:

(a) Works means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by us (or any Subcontractor) in connection with the provision of the Services. For the avoidance of doubt, Works shall not include any training materials prepared by us, other than for use solely by you and which do not use or incorporate any of your Intellectual Property Rights or Confidential Information or are not required to use or practice any of your Intellectual Property Rights.

(b) Intellectual Property Rights means patents, rights to Inventions, copyright and related rights, trade-marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, rights in source code, rights in object code, database rights, topography rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist anywhere in the world.

(c) Invention means any invention, idea, discovery, development, improvement or innovation made by us (or any Subcontractor) in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

10.2 You hereby grant to us a non-exclusive, world-wide licence during our engagement under these Terms (from the Commencement Date to the completion of the Services) to use such of your Intellectual Property Rights only insofar as is reasonably required by us to enable us to provide the Services.

10.3 We promise that we own the Intellectual Property Rights in Work provided to you as part of the Services (or have licences enabling us to provide the Work to you), and that no other party will validly claim ownership of the Work. If we use employees or Subcontractors in the provision of the Services, we will ensure that they have signed contracts assigning to us the Intellectual Property Rights in any Works created by them.

10.4 We hereby assign to you (subject to clause 10.5 and subject to receipt of full payment for the Services) all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under these Terms, we hold legal title in Intellectual Property Rights in the Works and the Inventions and all materials on trust for you.

10.5 In the event that the Work produced by us as part of the Services includes elements licensed to us by a third party (including without limitation fonts or images), such third party elements will be licensed to you on the third party’s standard licence terms and will not therefore be subject to the standard assignment and / or licensing arrangements outlined in clause 10.4.

10.6 Where possible, you will credit us for production of the Works delivered by providing a written comment about our Services that we may use in our marketing for these Services.

10.7 We undertake to:

(a) notify you in writing full details of any Inventions promptly on their creation;

(b) keep confidential details of all Inventions;

(c) whenever requested to do so by you and in any event on the termination of our engagement under these Terms, promptly to deliver to you all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in our or a Subcontractor’s possession;

(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by you; and

(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, (where applicable) to you, and confirm that any Subcontractor has given written undertakings in the same terms to us before he or she carries out the Services.

10.8 We warrant to you that:

(a) we have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or Inventions;

(b) we are unaware of any use by any third party of any of the Works or Inventions or Intellectual Property Rights in the Works or Inventions; and

(c) the use of the Works or Inventions or the Intellectual Property Rights in the Works or Inventions by you will not infringe the rights of any third party, and we confirm that any Subcontractor has given written undertakings in substantially equivalent terms to us before carrying out the Services.

10.9 We agree to execute all documents, make all applications, give all assistance and do all acts and things as may, in our opinion, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, your name (where applicable). We confirm that any Subcontractor has given or will give written undertakings in substantially similar terms before carrying out the Services.

10.10 Subject to clause 10.11, we agree to indemnify you and keep you indemnified at all times against any claim (including costs and damages awarded or agreed in settlement or final judgement) brought against you that your possession and use of the Works or Inventions supplied by us during the course of providing the Services infringe any Intellectual Property Rights of any third party (an IP Claim).

10.11 The provisions of clause 10.10 shall not apply unless you:

(a) promptly (and in any event within five (5) Business Days) notify us upon becoming aware of any actual or threatened IP Claim and provide full written particulars;

(b) make no comment or admission and take no action that may adversely affect our ability to defend or settle the IP Claim;

(c) provide all assistance reasonably required by us subject to our payment of your reasonable costs for the same; and

(d) give us sole authority to defend or settle the IP Claim as we consider appropriate.

11. LIABILITY

11.1 Neither party shall be liable to the other party for consequential, indirect or special losses.

11.2 Neither party shall be liable to the other party for any of the following (whether direct or indirect): (i) loss of profit; (ii) destruction, loss of use or corruption of data (except any loss of use or corruption of personal data subject to clause 9); (iii) loss or corruption of software or systems; (iv) loss or damage to equipment; (v) loss of use; (vi) loss of production; (vii) loss of contract; (viii) loss of opportunity; (ix) loss of savings, discount or rebate (whether actual or anticipated); and/or (x) harm to reputation or loss of goodwill.

11.3 Subject to any other provision of these Terms, each party’s liability to the other party shall not be limited in any way in respect of: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other losses which cannot be excluded or limited by applicable law.

11.4 Each party’s aggregate liability under or in connection with these Terms shall not exceed the total of the fee payable to us under these Terms, provided that each party’s liability under Section 8 (Confidential Information), Section 9 (Data Protection) and Section 10 (Intellectual Property) shall be limited to £1 million.

12. TERMINATION

12.1 Subject to our entitlement to terminate our engagement without notice for the reasons outlined in clause 12.2, these Terms will cease to apply on completion of the Services.

12.2 Notwithstanding the notice provisions in these Terms and without prejudice to any rights we have at law to terminate or accept any breach, we may terminate our engagement under these Terms with immediate effect and will charge a proportionate amount of the agreed fee to you if at any time you:

(a) are unable to pay your debts as they fall due, become insolvent or otherwise cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;

(b) commit any serious or repeated breach or non-observance of any of the provisions of these Terms;

(c) fail to comply with any laws, regulations, codes relevant to the Services provided; or

(d) engage in conduct which is detrimental to our interests and/or which creates a conflict of interests between you and our business.

12.3 Our rights under this clause are without prejudice to any other rights that we might have at law to terminate our engagement or to accept any breach of these Terms on your part as having brought our engagement to an end. No delay in exercising our rights to terminate in accordance with these Terms shall constitute a waiver of these rights.

12.4 On termination of our engagement for whatever reason, we shall and shall procure that any Subcontractor shall:

(a) immediately deliver to you your property and any confidential information in our or their possession or control;

(b) archive or irretrievably delete any information relating to you stored on any magnetic or optical disk or memory and all matter derived from such sources which is in our possession or control in accordance with our data retention policy.

13. status

13.1 The relationship of you and our employees or any Subcontractor will be that of independent contractor and nothing in these Terms shall render those individuals an employee, worker, agent, office-holder or partner of you, and we shall procure that those individuals shall not hold themselves out as such.

13.2 These Terms do not constitute a contract of employment and accordingly we shall be fully responsible for any tax, income tax, national insurance, or statutory payments arising from the provision of the Services.

14. ENTIRE AGREEMENT

14.1 These Terms and any supplemental terms, agreement and/or document referred to within these Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party acknowledges that through you completing a Booking and thereby entering into an engagement bound by these Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms (save that nothing in this clause shall limit or exclude any liability for fraud).

15. VARIATION

15.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives). To change anything in these Terms, the parties must agree to that change in writing by email. Neither party can waive its rights under these Terms or release the other party from its obligations under these Terms, unless the parties sign a written agreement confirming the waiver.

15.2 If a portion of the Terms is found to be unenforceable, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of these Terms is changed or disregarded because it is unenforceable, the rest of these Terms are still enforceable.

16. THIRD PARTY RIGHTS

16.1 Except as expressly provided elsewhere in these Terms, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Terms.  This does not affect any right or remedy of a third party which exists, or is available, apart from that act.

16.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

17.2 If a dispute arises about these Terms, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.

By completing a Booking, you confirm that you understand, accept and agree to be bound by these Terms.  Each party promises to the other party that it has the authority to enter into an engagement bound by these Terms and to perform all its obligations hereunder. 

SCHEDULE 1

PROCESSING, PERSONAL DATA AND DATA SUBJECTS 

1. PARTIES’ ROLES

1.1 We will act as a data processor in the name of the Client and You will act as a data controller of the filing system within the framework of the Services subject of these Terms and during the term established, in accordance with the provisions of these Terms.

2. PARTICULARS OF PROCESSING

2.1 Scope: We will only access, process and use the Data in accordance with the provisions of the legislation in force and the documented instructions of the Client, and in order to render the Services established in these Terms on behalf of the Client. 

 2.2 Nature: The Personal Data We will process as part of the Services includes contact details for our Clients; contact details and other personal details relating to the Client’s employees and their associates and affiliates; video recordings/images/audio of and quotes from our Client’s employees and their associates and affiliates.

 2.3 Purpose of processing: The collection, recording, organisation and use of data (whether or not by automated means) in order to render the Services established in these Terms on behalf of the Client.

 2.4 Duration of the processing: From the Commencement Date until the conclusion of the Services.

 2.5 Types of personal data: contact details (including name, email address and social media username), academic and professional data (including job title and name of employer), audio and recordings, images, written quotes and transcripts.

 2.6 Categories of data subject: Client’s employees, associates and affiliates.

.