General Terms of Business

Women Returners Ltd, trading as Career Returners, (“CR”) will fulfill the Services (as defined in separate Statement of Work) in accordance with these General Terms of Business set out below (“Terms”).

By agreeing to the Services and Fees detailed in the Statement of Work, (“SOW”), the “Client” (the person requesting that Career Returners provide the Services detailed in the SOW) accepts and agrees to be bound by these Terms.

These General Terms of Business will be governed by English law and CR and the Client irrevocably submit to the exclusive jurisdiction of the English courts. In the event of any conflict between the main body of these Terms and the SOW, the SOW will take priority.

1 The Services

1.1 The Services that the Client has selected for CR to provide will be detailed in the SOW.

1.2 Once agreed and detailed in the SOW, CR will not be obliged to modify the Services in terms of nature, timing, or scope unless both Parties agree to the changes in writing.

2 The Fees

2.1 The Client will pay CR the Fees set out in the SOW. CR will raise its invoice for the Fees at the time or with the frequency also detailed in the SOW. The standard payment term is thirty (30) days of receipt of invoice/s.

2.2 CR will cease provision of the Services without liability if the Fees are not paid by the Client in accordance with the clause 2.1 above or as set out in the SOW.

2.3 CR will raise its invoice(s) for Expenses as required, which will be payable by the Client in accordance with clause 2.1 above.

2.4 If the Client fails to pay an invoice by the date on which it falls due, CR will be entitled to charge the Client interest on any amount which remains unpaid, calculated at the rate of four percent (4%) above Barclays Bank plc’s base rate from time to time.

3 Cancellation or Postponement

3.1 The Services are created for the Client on a bespoke basis and cannot be cancelled or postponed once they have commenced without incurring the Fees. If the Client seeks to cancel or postpone the Services after commencement, CR will remain at liberty to charge the Fees subject to the specific cancellation or postponement provisions set out in the SOW.

3.2 Unless otherwise agreed in the SOW:

3.2.1 The Client will provide CR with a minimum of fourteen (14) days’ notice of any requests to change the timings or dates for delivery of the Services;

3.2.2 The Client may cancel or postpone the Services prior to commencement upon providing CR with twenty-eight (28) days’ notice in writing.

3.3 If the Client fails to give notice in accordance with clause 3.2 above, CR will be at liberty to charge the Client 50% of the Fees unless otherwise agreed in writing.

3.4 Coaching sessions which are included in the Services, and which have been agreed between the Parties can only be re-arranged with at least 14 days’ notice for multi-person coaching sessions, and 7 days’ notice for single person coaching sessions. Coaching sessions which are cancelled with less than 7 days’ or 14 days’ notice as applicable, or which are not attended by the Returner(s), will not be refunded by CR, and may incur an additional charge to re-arrange.

4 Unsatisfactory Performance

4.1 The Client will have ten (10) calendar days after delivery of the final coaching workshop to provide CR with a written objection if the Client believes that the Services have not been provided in accordance with the agreed SOW. The Client will be deemed to have accepted satisfactory provision of the Services if no Objection is delivered to CR within this timeframe. Any Objection must include a detailed identification of each element of the Services which have not been properly provided.

4.2 Upon receipt of an Objection, CR will ensure the provision of the Services in a manner that is consistent with the SOW. Dis-satisfaction with matters outside the Services detailed in the SOW will not constitute a proper basis for an Objection.

5 Intellectual Property Rights

5.1 The Client agrees that all Intellectual Property Rights used in connection with the Services are and will always remain the sole and exclusive property of CR.

5.2 In consideration of and subject to payment in full of the Fees in accordance with the Agreement, the Client is hereby granted a non-exclusive, non-transferable, limited license to use the Intellectual Property Rights used by CR to provide the Services.

5.3 The Client will not use the name(s), trademarks, trade names, service marks, or other marks of CR, whether registered or not, in publicity releases or advertising or in any other manner, without the prior written approval of CR.

5.4 CR may include the Client’s name and logo and details of the nature of the Services provided to the Client in CR’s client lists, website, and sales and marketing materials.

6 Termination

6.1 Either Party may terminate the agreed Services in any SOW at any time upon immediate written notice in the event of:

6.1.1 a breach or default of any material obligation which is not remedied within thirty (30) days after written notice of such breach or default unless the breach or default is not capable of remedy;

6.1.2 the other Party has a receiver or administrative receiver appointed; passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); a court of competent jurisdiction makes an insolvency order; enters into any voluntary arrangement with its creditors; or ceases or threatens to cease to carry on business.

6.2 Upon any termination (howsoever occasioned), all amounts due for the Services and any Expenses will immediately become due and payable; and the Client will pay all such amounts to CR within three (3) business days after the effective date of termination.

7 Liability

7.1 CR’s liability arising out of the agreed Services will not exceed one hundred and twenty five percent (125%) of the amounts actually paid by the Client to CR for the Services.

8 Data Protection

8.1 For the purposes of this clause 8 the terms “Data”, “Controller”, “Processor”, “Data Subject”, “Personal Data”, are as defined in the Data Protection Legislation.

8.2 The Parties acknowledge and agree that:

8.2.1 Potential Data Subjects are Returners Engaged by the Client who receive the Services;

8.2.2 Personal Data may include contact details, CVs and other information provided directly by the Data Subject or by the Client to enable CR to provide the Services;

8.2.3 Each Party shall be responsible for complying with the Data Protection Legislation relevant to its own Processing of the Personal Data concerned.

8.2.4 Each Party shall ensure that they take appropriate technical and organisational measures to safeguard the security of the Personal Data in its possession and control.

8.2.5 Each Party will co-operate in relation to any exercise by a Data Subject of its rights in relation to the Personal Data that may be held by both of them: and shall each ensure that its own Processing activities are communicated to the relevant Data Subjects in accordance with the Data Protection Legislation.

8.2.6 Neither Party shall retain the Personal Data for longer than is necessary for its purpose (unless otherwise required or permitted by law).

8.3 Each Party shall indemnify the other against all loss, liability, damages, costs, third party claims, fees, and reasonable incurred expenses which it or any Returner may incur or suffer by reason of any breach of this clause 8 or the Data Protection Legislation by the other Party, save where it is acting at the direct instruction of the other Party.

9 Indemnity

9.1 The Client agrees to indemnify, hold harmless and defend CR, its shareholders, directors, officers, Personnel, employees, agents, successors and assigns from and against any and all claims for loss, damage or injury (including actual legal fees, court costs and costs of experts), and from and against any and all actions (including suits, actions or administrative, legal or equitable proceedings of any kind) brought against CR, which arise from or in connection with any act or omission on the part of the Client. The Client’s obligation to indemnify CR will not apply to such claims or actions which arise solely from an act or omission on the part of CR.