Terms and Conditions

1-Interpretation

1.1 Definitions:

Applicable Laws: all applicable laws, statutes, and regulations from time to time in force.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services by the Supplier, as set out in the Contract Details.

Conditions: these terms and conditions, their schedules and terms referred herein.

Confidential Information: all information (however recorded or preserved) that one party discloses or makes available to the other party (recipient) in connection with the Contract or Services and which would be regarded as confidential by a reasonable person. It includes any information relating to the Charges or the operations, products or Clients of the Supplier. It does not include information that is or becomes generally available to the public through no fault of the recipient; is independently developed by or for the recipient; or was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is under no confidentiality obligation with respect to that information.

Contract: the contract between the Client and the Supplier for the supply of the Services comprising the Contract Details, these Conditions and, as applicable, Payment Details, Third-Party Financing and Gold Circle Guarantee appended hereto.

Contract year: each 12-month period starting on the Effective Date or an anniversary of it.

Client Materials: all documents, information, items and materials (whether owned by the Client or a third party), which are provided by the Client to the Supplier in connection with the Services.

Deliverables: the deliverables to be provided by the Supplier as specified in the Contract Details and Schedule 1 and all other documents, products, and other materials developed by the Supplier for the Client in the performance of the Services.

Effective Date: as set out in the Contract Details.

Full Contract Value: the total Charges payable by the Client under the Contract for the full term, as set out in the Contract Details (before any discounts, credits or adjustments)

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses)

Services: the services, including any Deliverables, set out in the Contract Details and Schedule 1. 

1.2 Interpretation

1.2.1- A person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal personality).

1.2.2- A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time; and includes all subordinate legislation made from time to time.

1.2.3- Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.4- A reference to writing or written excludes fax but not email.

2 Term

The Contract is deemed to have started on the Effective Date and continues, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 30 days’ notice to terminate, which shall not be effective until the then-current anniversary of the Effective Date.

3 Supply of services

3.1 The Supplier shall supply the Services to the Client from the Effective Date in accordance with the Contract in all material respects.

3.2 In supplying the Services, the Supplier shall:

3.2.1 perform the Services with reasonable care and skill;

3.2.2 use reasonable endeavours to meet any performance dates specified in the Contract, but these dates are estimates only. Time is not of the essence for the performance of any of the Supplier's obligations in the Contract.

4 Client's obligations

4.1 The Client shall: 

4.1.1 co-operate with the Supplier in all matters relating to the Services;

4.1.2 provide the Supplier, in a timely manner, with all information and materials as the Supplier may require to provide the Services and ensure that they are accurate and complete; and

4.1.3 provide timely decisions, approvals, and feedback as reasonably requested by the Supplier to facilitate the provision of the Services.

4.1.4 comply with all Applicable Laws in its performance of the Contract.

4.2 The Client acknowledges that:

4.2.1 individual results from the Services are inherently variable and cannot be guaranteed by the Supplier. Any testimonials or examples of results presented by the Supplier are for illustrative purposes only, represent individual experiences, and are not a promise or guarantee of similar outcomes for the Client. The Supplier provides no assurance that the Client will achieve any specific results, financial or otherwise, through the use of the Services;

4.2.2 achieving the best results from the programme requires the Client to invest the necessary time and diligently follow the guidance provided as part of the programme;

4.2.3 events included as part of the Services will be held in various locations, including but not limited to Essex-based venues. The Client accepts that travel and associated expenditure will be required to attend these events, and such costs shall be the sole responsibility of the Client;

4.2.4 all training and support packages included within the Services must be fully utilised within 12 months from the Effective Date. Any unused portions of packages after this 12-month period shall be forfeited;

4.2.5 all event spaces are limited, and the Client is required to actively book and confirm its attendance to secure its selected dates for events. Failure to book may result in inability to attend the desired dates due to capacity limitations;

4.2.6 photography and videography will be present at all events provided as part of the Services for the Supplier's marketing and promotional purposes. By attending, the Client grants the Supplier the right to use such visual content where the Client may appear for marketing, promotional, and educational purposes;

4.2.7 the Supplier reserves the right to utilise other professional trainers or facilitators where absences arise due to holiday, illness, or other operational requirements, ensuring continuity of service;

4.2.8 group messaging sites are used within the programme to facilitate communication and support. The Client understands that the Supplier reserves the right, at its sole discretion, to remove any Client from participation in these groups for any conduct that may be deemed offensive, disruptive, or detrimental to the protection and well-being of the larger group. Such removal shall have no effect on the Client's obligations or the enforceability of this Contract. The Client is advised to refer to the community guidelines for full details regarding acceptable conduct within group messaging sites.

4.3 If the Client is unable to attend any scheduled events or courses, the Client must provide the Supplier with not less than 7 days' prior written notice. Failure to provide such notice will result in the forfeiture of the Client's place at the event or course, with no entitlement to a transfer or refund. If the Client provides the required 7 days' notice, the Supplier may, at its sole discretion, offer to transfer the Client's place to a subsequent equivalent event, subject to availability. The Supplier shall have no liability for any Losses incurred by the Client due to non-attendance or the inability to transfer a place.

4.4 To the extent that the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client or any of its agents, consultants or other suppliers (Excusing Cause), the Supplier shall not be in breach of the Contract nor liable for any Losses incurred by the Client as a result of its performance being prevented or delayed.

4.5 The Client may bring a guest to the Supplier's events if space is available. The Supplier must be notified prior to the event if the Client wishes to bring a guest, and the guest may be held on a waiting list. The Client must accompany and sign in its guest at the Reception Desk. The Client may not bring a different guest to each event, but nominate a single individual guest for their full membership term. If the Client wishes to bring more than one guest they must purchase additional memberships.

5 Data protection 

The Supplier shall comply with its data protection obligations set out in its privacy policy available at: https://bigbusinessevents.co.uk/privacy-policy.

6 Intellectual property

6.1 The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding any Client Materials contained within them.

6.2 Subject to the Supplier receiving payment of all Charges attributable to the Deliverables, the Supplier grants to the Client a non-exclusive, royalty-free, non-sublicensable, non-transferable (except in accordance with 10.2), licence during the term of the Contract to use the Deliverables for the purpose of receiving and using the Services and Deliverables in the Client's business. 

6.3 The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials. The Client grants the Supplier a non-exclusive, royalty-free licence to use, copy and modify the Client Materials during the term of the Contract for the purpose of providing the Services to the Client. The Supplier may grant sublicences of the Client Materials to its subcontractors and other suppliers where necessary for the performance of the Services.

6.4 The Client shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the supply, receipt or use of the Client Materials infringes the Intellectual Property Rights of any third party. The Client shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Client Materials for a purpose or in a manner not authorised by the Client.

7 Charges and payment

7.1 In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with this 7. 

7.2 All sums payable by the Client exclude amounts in respect of value added tax (“VAT”). 

7.3 The Supplier shall invoice the Client for the Charges at the intervals specified in the Contract Details. 

7.4 For the avoidance of doubt, the Supplier operates a non-refund policy. Any transfer, credit or financial adjustment is strictly subject to Clause 11 (Cancellation, Non-Refundability and Alternative Accommodations) and shall not constitute or be construed as a refund.

7.5 The Client shall pay each invoice submitted to it by the Supplier within 30 days of the invoice date to a bank account nominated in writing by the Supplier.

7.6 Without prejudice to any other right or remedy available to the Supplier under this Contract or Applicable Laws, in the event that the Client fails to pay any instalment by its due date, the Supplier reserves the right to declare the entire outstanding balance of the total Charges immediately due and payable.

7.7 The Client will be responsible for all costs incurred by the Supplier in the recovery of any outstanding balance, including the employment of a debt collection agency and all potential legal costs. Debt collection charges will be levied against the value of the outstanding debt.

7.8 Without prejudice to any other right or remedy that the Supplier may have, if the Client fails to pay any sum due to the Supplier under the Contract by the due date:

7.8.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

7.8.2 the Supplier may suspend all or part of the Services until payment has been made in full. Such suspension shall not relieve the Client of its obligation to pay the outstanding Charges.

7.9 All amounts due under the Contract from the Client to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

8 Limitation of liability

8.1 Nothing in the Contract limits or excludes:

8.1.1 liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

8.1.2 liability for fraud or fraudulent misrepresentation;

8.1.3 any liability that cannot legally be limited; or

8.1.4 the Client's liability for its payment obligations under the Contract.

8.2 Subject to 8.1, the Supplier's total liability arising under or in connection with the Contract, including liability in contract, tort (including negligence) or otherwise, for all loss or damage arising from defaults occurring within any Contract year shall not exceed 100% of the Charges paid to the Supplier in that Contract year.

8.3 Subject to 8.1, neither party shall have any liability for:

8.3.1 loss of profits (including loss of anticipated savings);

8.3.2 loss of business or business opportunity;

8.3.3 loss of use or corruption of software, data or information;

8.3.4 loss of or damage to goodwill; or

8.3.5 indirect or consequential loss.

8.4 Subject to 8.1, all conditions, warranties, representations or other terms that might otherwise be implied into this agreement by statute, common law or otherwise are excluded from the Contract.

8.5 Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire three months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.

9 Termination

9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by notifying the other party if:

9.1.1 the other party commits a material breach of any term of the Contract which is not remedied within a period of 30 days by the other party after being notified to do so; 

9.1.2 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this 9.1.2;

9.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

9.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by notifying the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make that payment.

9.3 On termination of the Contract for whatever reason, the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, where no invoice has been submitted for Services supplied, the Supplier may submit an invoice, which shall be payable immediately on receipt.

9.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

9.5 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10 General

10.1 Force majeure. The Supplier shall not be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.

10.2 Assignment and other dealings.

10.2.1 The Client shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the Supplier. 

10.2.2 The Supplier may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice to the Client.

10.3 Confidentiality.

10.3.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by 10.3.2. 

10.3.2 Each party may disclose the other party's Confidential Information:

10.3.2.1 to those of its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (“Representatives”). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this 10.3; and

10.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3.3 Neither party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

10.4 Entire agreement.

10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

10.4.2 Each party acknowledges that in entering into the Contract, it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

10.6 Waiver.

10.6.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

10.6.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

10.8 Notices.

10.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

10.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service to its address specified in the Contract Details; or 

10.8.1.2 sent by email to the email address specified in the Contract Details, or to any other address as it may have notified to the other party in accordance with this 10.8.

10.8.2 Any notice shall be deemed to have been received:

10.8.2.1 if delivered by hand, at the time the notice is left at the proper address;

10.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

10.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

10.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. 

10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

11 Cancellation, Non-Refundability and Alternative Accommodations

11.1 Business-to-Business Contract. The parties acknowledge and agree that this Contract is a business-to-business agreement. Consumer protection legislation, including (without limitation) the Consumer Rights Act 2015, does not apply to this Contract.

11.2 Non-Refund Principle. All payments made or payable under this Contract are non-refundable. The Client’s only potential financial relief on cancellation is as set out in this Clause 11 and does not constitute a refund.

11.3 Method of Accommodation. Where the Client is entitled to financial accommodation under Clause 11.3, such accommodation shall be made by way of a cash payment to the Client. If the conditions of Clause 11.3 are not satisfied, no cash payment shall be made. However, the Supplier may, at its sole discretion, still offer the Client an opportunity to transfer into an alternative programme or course. In such circumstances:
(a) after 90 days from the Effective Date, the Supplier may, at its discretion, consider a programme change;
(b) any transfer will be subject to review of the Client’s actual programme usage to date, and the Supplier may determine that only a partial credit (and not a full credit transfer) is available to be applied against the alternative programme; and
(c) the amount of such credit and the terms of transfer shall be determined solely by the Supplier and confirmed in writing to the Client.

11.4 Alternative Accommodations (discretionary). Without prejudice to Clause 11.2, the Supplier may, at its sole discretion, offer one of the following alternatives in lieu of any cash refund (together, the “Alternative Accommodations”):

11.5 Discretion and Conditions. Any Alternative Accommodation is entirely discretionary, may be made subject to conditions (including usage windows or eligibility criteria), and does not create an entitlement to a refund. Acceptance of any Alternative Accommodation constitutes full and final settlement of any cancellation relief due under this Clause 11.

11.5.1 Flexibility Promise (Generous Cancellation Policy): where business needs change, the Supplier may provide a fair financial adjustment or deferment without a refund.

11.5.2 Programme Transition Promise (Course Adjustment): where the original programme is no longer suitable, the Supplier may permit a transition to a different programme that better fits the Client’s needs.

11.5.3 Future Learning Promise (Cross-Credit): the Supplier may provide a credit usable against other programmes, enabling the Client to continue its learning journey.

11.6 Calculation Clarifications.
(a) Percentages in Clause 11.3 are calculated against the Full Contract Value, not the amount paid to date.
(b) If the amount paid by the Client at the date of cancellation is less than the applicable percentage threshold in Clause 11.3, no accommodation, credit or adjustment is payable.
(c) Any accommodation due (if applicable) is exclusive of VAT unless otherwise stated.

11.7 Notice of Cancellation. Any Client cancellation must be in writing and will take effect on receipt by the Supplier in accordance with Clause 10.8.

11.8  No effect on other sums. Save as expressly provided in this Clause 11, cancellation shall not affect the Client’s liability to pay any Charges properly due up to the effective date of cancellation.

11.9 No impact on event non-attendance terms. This Clause 11 operates independently of Clause 4.3 (non-attendance), which continues to apply in full.

11.10 Non-variation. The fixed percentages and time periods in Clause 11.3 are fixed and may not be varied except by a written agreement signed by both parties pursuant to Clause 10.5.