1. ABOUT THESE TERMS
1.1 These Terms and Conditions ("Terms") govern the provision of coaching, consulting, marketing, advertising management, strategy, advisory, training and related professional services ("Services") supplied by Impact Coaching Group Limited trading as Leigh Woolard Coaching ("Company", "we", "us" or "our") to its business clients ("Client", "you" or "your").
1.2 These Terms apply to business-to-business transactions only. By purchasing, instructing us to commence, or otherwise engaging us to provide Services, you represent and warrant that you are entering into the Agreement wholly or mainly for purposes relating to your trade, business, craft or profession and not as a consumer.
1.3 These Terms, together with any proposal, order form, statement of work, invoice, email confirmation or other document setting out the Services, Fees or specific commercial arrangements, constitute the agreement between the parties ("Agreement").
1.4 Where there is any inconsistency between these Terms and a written proposal or statement of work expressly agreed by both parties, the expressly agreed written terms shall prevail to the extent of that inconsistency.
2. FORMATION OF THE AGREEMENT
2.1 An Agreement may be formed by written acceptance, electronic acceptance, signature, email confirmation, payment of an invoice or deposit, verbal agreement (including agreement made during a telephone call, Zoom call, video conference or meeting), commencement of the Services at the Client's request, or other words or conduct demonstrating agreement between the parties.
2.2 Where the parties agree commercial terms verbally, including during a telephone call, Zoom call, video conference or meeting, those agreed terms may form part of the Agreement and shall not be invalid merely because they were not subsequently reproduced in or signed as a written contract.
2.3 Where a call, video conference or meeting has been lawfully recorded, the parties acknowledge that the recording may be retained and relied upon as evidence of the discussions, representations, terms agreed, authority, acceptance and formation or performance of the Agreement, subject to applicable law.
2.4 Without limitation, commercial terms agreed verbally may include the nature and scope of the Services, Fees, payment frequency, commencement date, Minimum Term, advertising budget, deliverables, responsibilities and other terms specifically agreed between the parties.
2.5 Where a three-month Minimum Term is expressly agreed verbally, including during a recorded telephone call, Zoom call, video conference or meeting, the Client acknowledges that the Minimum Term constitutes the agreed contractual commitment and that monthly invoicing or collection of Fees is a payment arrangement and does not, of itself, convert the Agreement into an independently cancellable month-to-month engagement.
2.6 These Terms shall form part of the Agreement where they have been supplied, incorporated by reference, linked to, or otherwise brought to the Client's attention before or at the time the Agreement is concluded, or where the Client subsequently expressly agrees that these Terms apply.
2.7 The Client acknowledges that it has had the opportunity to read these Terms and obtain independent legal or professional advice before accepting them.
2.8 Nothing in this section is intended to retrospectively impose contractual terms upon an agreement where those terms were not incorporated into, or subsequently agreed as part of, that agreement.
3. MINIMUM THREE-MONTH COMMITMENT
3.1 Unless expressly agreed otherwise in writing, all ongoing Services are supplied subject to a minimum contractual commitment of three (3) months ("Minimum Term").
3.2 The Minimum Term is a binding contractual commitment. The fact that Fees are invoiced or collected monthly is solely a payment arrangement and does not convert the Agreement into a monthly rolling contract or give the Client a monthly right of cancellation.
3.3 In entering into the Minimum Term, the Client acknowledges that the Company may allocate personnel, expertise, time, resources and business capacity to the Client and may decline other work on the basis of that commitment.
3.4 The Client therefore agrees to pay all Fees falling due throughout the Minimum Term, subject to any express right of termination contained in these Terms.
3.5 After expiry of the Minimum Term, the Agreement shall continue on the basis specified in the applicable proposal, order form or other written agreement. Where no continuation arrangements have been specified, the parties may agree in writing whether Services will continue and on what terms.
4. FEES AND PAYMENT
4.1 The Client shall pay the Fees stated in the relevant proposal, invoice, order form, statement of work, email or other agreed commercial terms.
4.2 Unless expressly agreed otherwise, Fees are payable monthly in advance.
4.3 All Fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.
4.4 The Client shall make payment without deduction, withholding, set-off or counterclaim except where required by law.
4.5 The Client is responsible for ensuring that any payment method supplied remains valid and that sufficient funds are available when payment becomes due.
4.6 Failure to use, attend, participate in or obtain the full benefit of the Services does not relieve the Client of its payment obligations.
5. LATE OR FAILED PAYMENTS
5.1 Where any invoice or payment becomes overdue, the Company may, without prejudice to its other rights:
(a) suspend any or all Services;
(b) withhold work, deliverables, access, meetings or support;
(c) postpone advertising activity or campaign management;
(d) require payment of outstanding sums before recommencing Services;
(e) recover interest, compensation and recovery costs to the extent permitted by applicable law; and/or
(f) commence debt recovery or legal proceedings.
5.2 Where applicable, the Company reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998, including any applicable statutory interest, fixed compensation and recoverable costs.
5.3 Suspension of Services caused by the Client's non-payment shall not constitute breach by the Company and shall not relieve the Client of its obligation to pay Fees falling due during the Minimum Term.
6. NO REFUNDS
6.1 Except where expressly agreed otherwise in writing or required by applicable law, all Fees paid to the Company are non-refundable.
6.2 The Client acknowledges that Fees compensate the Company not merely for individual calls, meetings, advertisements, documents or deliverables, but also for the reservation of professional capacity, availability, strategy, expertise, preparation, research and resources required to service the Client's account.
6.3 Accordingly, no refund or credit shall ordinarily be payable because the Client:
(a) changes its mind;
(b) elects not to continue using the Services;
(c) fails to attend scheduled sessions or meetings;
(d) fails to provide information, materials, approvals or access;
(e) does not implement advice or recommendations;
(f) changes its business, offer, team, strategy or priorities;
(g) experiences financial difficulty;
(h) does not achieve a particular commercial outcome;
(i) ceases trading;
(j) appoints another consultant, agency, employee or service provider; or
(k) otherwise elects to discontinue its participation in the Services.
7. EARLY TERMINATION DURING THE MINIMUM TERM
7.1 The Client may notify the Company that it wishes the Company to cease providing Services before expiry of the Minimum Term. Such notification does not, by itself, cancel or extinguish the Client's contractual payment obligations for the Minimum Term.
7.2 Unless the Agreement is validly terminated pursuant to an express termination right contained in these Terms, all Fees falling due in respect of the Minimum Term remain payable in accordance with the agreed payment schedule.
7.3 Monthly payment is an instalment arrangement for the Minimum Term and is not payment for an independently cancellable one-month contract.
7.4 Where the Client requests that Services cease early for convenience, the Company may cease active performance if it accepts that request without waiving its right to Fees contractually due for the Minimum Term.
7.5 Any Fees already paid shall remain non-refundable, except where otherwise required by law or expressly agreed by the Company in writing.
7.6 Nothing in this clause prevents the Client from exercising a right to terminate arising from a material breach by the Company which remains unremedied following reasonable written notice and a reasonable opportunity to remedy that breach where it is capable of remedy.
8. TERMINATION BY THE COMPANY
8.1 The Company may suspend or terminate the Agreement immediately by written notice where the Client:
(a) materially breaches the Agreement;
(b) fails to pay an amount when due and does not remedy that failure following notice;
(c) fails materially or repeatedly to cooperate with the Company;
(d) refuses or fails to provide information, approvals, materials or account access reasonably necessary to provide the Services;
(e) requires the Company to undertake unlawful, misleading, unethical or platform-prohibited activity;
(f) engages in threatening, abusive, discriminatory, harassing or seriously inappropriate conduct towards the Company, its directors, contractors or personnel;
(g) materially interferes with the Company's ability to provide the Services; or
(h) becomes insolvent or enters an insolvency procedure.
8.2 Termination shall not affect rights, remedies, obligations or liabilities accrued before termination.
9. NATURE OF COACHING, CONSULTING AND ADVISORY SERVICES
9.1 The Services may involve recommendations, professional judgment, strategic advice, coaching, marketing analysis and commercial experimentation.
9.2 The Client remains responsible for all business and commercial decisions it makes.
9.3 The Company does not act as the Client's director, employee, accountant, solicitor, financial adviser or regulated investment adviser.
9.4 Unless expressly agreed otherwise, advice provided by the Company is business, marketing or coaching guidance and should not be treated as legal, accounting, tax, financial, medical or other regulated professional advice.
10. NO GUARANTEE OF RESULTS
10.1 The Company does not warrant or guarantee any particular financial, commercial, advertising, personal or business result.
10.2 Examples, projections, forecasts, case studies, testimonials, previous results, return-on-ad-spend figures, revenue figures and client success stories are illustrative only and do not constitute a promise that the Client will obtain the same or similar results.
10.3 Business and advertising results depend upon numerous factors outside the Company's control, including the Client's:
(a) offer;
(b) pricing;
(c) market;
(d) sales process;
(e) website and funnel;
(f) reputation;
(g) fulfilment;
(h) customer service;
(i) implementation;
(j) sales team;
(k) creative assets;
(l) tracking infrastructure;
(m) market conditions; and
(n) decisions and actions.
10.4 The Client accepts the inherent commercial risk associated with marketing, advertising, business development and entrepreneurship.
11. PAID ADVERTISING SERVICES
11.1 Where the Company manages or advises upon paid advertising, the Client acknowledges that advertising necessarily involves testing, experimentation and periods of variable performance.
11.2 Unless expressly stated otherwise, advertising spend is separate from the Company's Fees and is payable by the Client directly to the applicable advertising platform or provider.
11.3 The Client authorises the Company to manage advertising budgets within the parameters agreed between the parties.
11.4 Performance during any particular day, week, campaign or testing period does not guarantee future performance.
11.5 The Company may recommend changes to advertising budgets, campaigns, creatives, audiences, offers, funnels or tracking but the Client retains ultimate responsibility for its business.
12. THIRD-PARTY PLATFORMS
12.1 The Services may depend upon third-party platforms and providers, including advertising platforms, social networks, payment processors, analytics providers, website systems, CRM systems and other technology providers.
12.2 The Company does not control such third parties.
12.3 The Company shall not be responsible for acts or omissions of third-party providers, including:
(a) account restrictions or suspensions;
(b) advertising account bans;
(c) policy changes;
(d) algorithm changes;
(e) tracking or attribution inaccuracies;
(f) reporting discrepancies;
(g) outages;
(h) software errors;
(i) rejected advertisements;
(j) changes to advertising costs;
(k) data loss caused by a third party; or
(l) changes to functionality.
12.4 References to platforms including Meta, Facebook, Instagram, Google, YouTube or any other third party do not imply endorsement, partnership or affiliation unless expressly stated.
13. TRACKING, ATTRIBUTION AND DATA
13.1 Digital advertising measurement and attribution are inherently imperfect.
13.2 Different platforms, analytics systems, payment systems and attribution tools may report different results.
13.3 The Company does not warrant that any advertising or analytics platform will identify every lead, purchase, conversion or source accurately.
13.4 The Client acknowledges that privacy restrictions, cookies, browser settings, device switching, platform attribution models, server-side tracking, consent mechanisms and third-party technology may affect reported results.
14. CLIENT RESPONSIBILITIES
14.1 The Client shall:
(a) provide accurate and complete information;
(b) provide timely access to relevant accounts, systems and personnel;
(c) provide feedback and approvals within reasonable timescales;
(d) ensure that its products, services and marketing claims comply with applicable law;
(e) maintain appropriate privacy notices, consents and data-processing arrangements;
(f) ensure that it has all necessary rights to materials supplied to the Company;
(g) cooperate reasonably with the Company; and
(h) make commercial decisions and approvals reasonably required for the Services.
14.2 The Company shall not be liable for delay, reduced performance or loss resulting from the Client's failure to meet these responsibilities.
15. CLIENT MATERIALS AND CLAIMS
15.1 The Client warrants that information, claims, testimonials, photographs, videos, trademarks, customer information and other materials supplied to the Company may lawfully be used for the intended purpose.
15.2 The Client remains responsible for the accuracy and legality of claims relating to its products and services.
15.3 The Company may refuse to publish or use any material it reasonably believes may be unlawful, misleading, infringing or contrary to applicable platform policies.
16. INTELLECTUAL PROPERTY
16.1 Each party retains ownership of intellectual property owned by it before commencement of the Agreement.
16.2 Unless expressly agreed otherwise in writing, the Company's methodologies, frameworks, systems, processes, templates, training materials, know-how, strategies and pre-existing intellectual property remain the exclusive property of the Company.
16.3 Upon full payment of all Fees due, the Client may use final bespoke deliverables produced specifically for the Client for its internal business and marketing purposes, subject to any third-party rights.
16.4 The Client may not reproduce, resell, sublicense, distribute, teach, publish or commercially exploit the Company's proprietary coaching materials, frameworks, training, templates or methodologies without prior written permission.
17. CONFIDENTIALITY
17.1 Each party shall keep confidential all confidential commercial, technical and financial information received from the other party.
17.2 Confidential information may be used solely for purposes connected with the Agreement.
17.3 This obligation does not apply to information which:
(a) is lawfully in the public domain;
(b) was already lawfully known to the receiving party;
(c) is lawfully received from an independent third party; or
(d) must be disclosed by law, court order or regulatory requirement.
17.4 These confidentiality obligations survive termination of the Agreement.
18. DATA PROTECTION
18.1 Each party shall comply with applicable data-protection legislation to the extent it applies to that party's activities.
18.2 Where the Company processes personal data on behalf of the Client, the parties shall implement any additional data-processing terms reasonably required by applicable law.
18.3 The Client is responsible for ensuring that it has a lawful basis for providing personal data to the Company.
19. LIMITATION OF LIABILITY
19.1 Nothing in the Agreement excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
19.2 Subject to clause 19.1 and to the fullest extent permitted by law, the Company shall not be liable for:
(a) loss of profits;
(b) loss of revenue;
(c) loss of anticipated savings;
(d) loss of business;
(e) loss of opportunity;
(f) loss of goodwill;
(g) loss of contracts;
(h) loss or corruption of data; or
(i) indirect or consequential loss.
19.3 Subject to clause 19.1, the Company's aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, shall, to the fullest extent permitted by law, be limited to the total Fees actually paid by the Client to the Company under the Agreement during the three months immediately preceding the event giving rise to the claim.
19.4 The parties acknowledge that the Fees have been agreed taking into account the allocation of risk contained in these Terms.
20. INDEMNITY
20.1 To the extent permitted by law, the Client shall indemnify the Company against third-party claims, losses, liabilities and reasonable costs arising directly from:
(a) materials or information supplied by the Client which infringe third-party rights;
(b) unlawful or misleading claims made by or on behalf of the Client;
(c) the Client's products or services;
(d) the Client's breach of applicable advertising, privacy or marketing law; or
(e) the Client's material breach of the Agreement.
20.2 This clause does not require the Client to indemnify the Company for losses caused by the Company's own fraud or to any extent that such indemnification would be prohibited by law.
21. FORCE MAJEURE
21.1 Neither party shall be liable for delay or failure to perform obligations caused by events outside its reasonable control, including natural disasters, war, terrorism, civil disorder, industrial disputes, internet or telecommunications failures, government action, widespread platform outages, epidemics or other comparable events.
21.2 The affected party shall use reasonable endeavours to minimise the effect of the event.
22. COMMUNICATIONS AND APPROVALS
22.1 The Client acknowledges that instructions and approvals may be given through email, messaging applications, video calls or other communication methods ordinarily used between the parties.
22.2 The Company may reasonably rely upon instructions provided by the Client or persons whom the Client has presented as authorised representatives.
23. SUBCONTRACTORS
23.1 The Company may use suitably qualified employees, contractors, consultants or subcontractors in providing the Services.
23.2 The Company remains responsible for the Services to the extent required under the Agreement.
24. NON-SOLICITATION
24.1 During the Agreement and for six months following its termination, the Client shall not knowingly solicit for employment or direct engagement any employee or contractor of the Company who was materially involved in delivering the Services, except through a general recruitment campaign not specifically targeted at that individual.
25. ASSIGNMENT
25.1 The Client may not assign, transfer or otherwise dispose of its rights or obligations under the Agreement without the Company's prior written consent.
25.2 The Company may assign or transfer the Agreement as part of a bona fide corporate reorganisation, sale or transfer of its business, provided this does not materially reduce the Client's contractual rights.
26. VARIATION
26.1 Any variation to a specific Client Agreement must be agreed by the parties in writing.
26.2 The Company may update the general Terms published on its website from time to time. Unless expressly agreed otherwise, changes shall not retrospectively alter material rights or obligations under an existing Minimum Term.
27. WAIVER
27.1 A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.
27.2 A waiver on one occasion shall not constitute a waiver of any subsequent breach.
28. SEVERABILITY
28.1 If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
28.2 If modification is not possible, the relevant provision shall be deemed deleted.
28.3 The remaining provisions shall continue in full force and effect.
29. ENTIRE AGREEMENT
29.1 The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes previous discussions, correspondence and understandings concerning that subject matter.
29.2 Each party acknowledges that in entering into the Agreement it does not rely upon any statement or representation not expressly incorporated into the Agreement.
29.3 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
30. THIRD-PARTY RIGHTS
30.1 Except where expressly stated otherwise, no person other than the parties shall have any right to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act 1999.
31. SURVIVAL
31.1 Any provision which expressly or by implication is intended to continue following termination shall survive termination, including provisions concerning outstanding Fees, intellectual property, confidentiality, limitation of liability, indemnities and governing law.
32. GOVERNING LAW AND JURISDICTION
32.1 The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales.
32.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
33. BUSINESS CUSTOMER DECLARATION
By entering into an Agreement with Impact Coaching Group Limited trading as Leigh Woolard Coaching, the Client confirms that:
(a) it is contracting for business purposes and not as a consumer;
(b) it has read and understood these Terms;
(c) it understands that ongoing Services are ordinarily subject to a minimum three-month contractual commitment;
(d) it understands that monthly billing is an instalment arrangement and does not create a monthly cancellation right;
(e) it understands the Company's refund and early-termination provisions;
(f) it understands that business, coaching and advertising outcomes cannot be guaranteed; and
(g) the person entering into the Agreement has authority to bind the Client.
CONTACT
Impact Coaching Group Limited
Trading as Leigh Woolard Coaching
For contractual notices and enquiries, please contact the Company using the contact details published on the Leigh Woolard Coaching website or otherwise provided to the Client.
© Impact Coaching Group Limited. All rights reserved.