These terms and conditions (the Terms) apply to services provided by Inner Space Works (Us, We, Our) to our business or consumer customers (You, Your) as applicable and form a Contract for the supply of our services to you. Please read all the terms to make sure they contain all you want and nothing you are unhappy to agree to because it will be a legally enforceable agreement between us. If you have any questions, please do get in touch.
- Application and entire agreement
1.1 These Terms apply to the provision of the services by us to you detailed in any quotation, our website or other written correspondence we provide to you (the Services).
1.2 You are deemed to have accepted these Terms when you confirm acceptance of our quotation, make a booking or from the time and date of any performance of the Services (whichever happens earlier), at which point these Terms and the details of the Services you purchase will form the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 Consumer means an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession;
2.2 Headings in these Terms are for convenience only.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 We warrant that we will use reasonable care and skill in our performance of the Services and deliver the Services as specified.
3.2 We may have to make changes to the Services to comply with any applicable law, instruction from lawful authority or safety requirement and we will notify you if this is necessary.
3.3 We will use our reasonable endeavours to provide the Services within the time agreed and as set out in any quotation or written correspondence we have provided but cannot be liable for:
a) any unforeseen circumstances affecting delivery (e.g. weather, transport delays, acts outside our control).
b) any failure on your part to provide specified materials or facilities required for the performance of Services .
3.4 Some services may require minimum numbers of participants to deliver successfully (e.g. group courses), so may be withdrawn or postponed if those numbers are not met. We will endeavour to provide as much notice as possible in these cases or offer alternative arrangements. Services are otherwise subject to availability.
3.5 We may refuse to provide our services without giving a reason or where it might compromise the experience of other participants.
- Your obligations
4.1 You must ensure you have any necessary permissions, consents, licences or similar that we need to carry out the Services.
4.2 You must provide access to any agreed information, materials or facilities that we need to provide the Services.
4.3 It is your responsibility to provide accurate and complete information to us and ensure that we aware of any special requirements or considerations we should be aware of that may affect your or the participants experience and our ability to perform our services.
4.4 We will not be liable for any delay, inhibition, compromise or failure to provide our Services if caused by your failure to comply with the provisions of this section (Your obligations) and may terminate the Services accordingly.
- Fees & Deposits
5.1 The fees (Fees) for our Services will be set out on our website or in our written correspondence with you.
5.2 In addition to the Fees, by mutual agreement we may charge you for;
a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses;
b) the cost of services provided by third parties and required by us for the performance of the Services; and
c) the cost of any materials required for the provision of the Services.
5.3 You must pay us for any additional services provided by us that are not specified in any quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
5.4 For some services we request a deposit or advance payment which must be paid in full prior to the Service delivery. This is typically to secure venues, facilities or other materials from third parties based on the number of participants committed. As we are charged by our suppliers regardless of whether services are provided and also may have to refuse work or places to other enquirers who could have taken your place, we will not refund any deposits or advance payments.
5.5 Unless agreed or notified otherwise, we require payment in full (or the balance less any deposit already paid) prior to the commencement of any Service delivery.
5.6 The Fees are inclusive of any applicable VAT (we are not VAT registered) but exclusive of other taxes or levies which are imposed or charged by any competent authority.
- Cancellation and amendment
6.1 We may withdraw, cancel or amend a quotation if it has not been accepted by you.
6.2 If you want to change any details of the Services we have agreed to provide you must request it in writing as soon as possible. We will use reasonable endeavours to accommodate them but may have to make additional charges to reflect any changes and you agree to any additional costs being included in the Fees we invoice to you.
6.3 If, due to circumstances beyond our control, we have to cancel or postone or make any material change in the Services or how they are provided, we will notify you as soon as practical. We will use reasonable endeavours to keep any such changes to a minimum and offer alternative arrangements where necessary.
6.4 As we incur costs to operate courses and may have to refuse work or places occupied by you to other customers once Services are at capacity or booked, we are unable to offer any refunds or transfers if participants withdraw from course programmes part way through, or you alter the specification of any Services to be provided.
6.5 For business customers paying in advance, where we receive written notice, the following refund schedule is applicable:
a) More than 12 weeks notice = 100% of advance payment refunded
b) 9 – 12 weeks = 75% of advance payment refunded
c) 5 – 8 weeks = 50% of advance payment refunded
d) 2 to 4 weeks = 25% of advance payment refunded
e) less than 1 week’s notice = no refunds
7.1 Where you have not paid in advance for our Services, we will invoice you for payment of the Fees either:
a) when we have completed the Services; or
b) on the invoice dates set out in the quotation; or
c) as agreed in writing with you.
7.2 You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
7.3 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we reserve the right to charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England on the amount outstanding monthly until payment is received in full.
7.4 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7.5 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
- Sub-Contracting and assignment
8.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any suitably qualified third party.
8.2 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
9.1 We can terminate bookings or the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
9.2 If we have to terminate provision of Services under any of the provisions of this clause, we reserve the right to charge you in full.
9.3 On termination of the Contract for any reason, any of our respective remaining rights and liabilities will not be affected.
- Intellectual property
10.1 We reserve all copyright and any other intellectual property rights which may subsist in any material made available, supplied or delivered in connection with the provision of the Services or published by us and will take appropriate action to restrain or prevent the infringement of such intellectual property rights.
- Liability and indemnity
11.1 Our liability under these Terms, in breach of statutory duty, in tort, misrepresentation or otherwise shall be limited as set out in this clause.
11.2 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
11.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
11.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
11.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
- Data Protection
12.1 If you are a business, when supplying the Services we may gain access to and/or acquire the ability to transfer, store or process personal data of participants associated with you (e.g. employees).
12.2 Where such processing of personal data takes place, you shall be the ‘data controller’ and we will be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
12.3 If you are a consumer, we are a Data Controller of the Personal Data we Process in providing the Services to you.
12.4 The terms ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
12.5 We will only Process Personal Data to the extent reasonably required to enable us to supply the Services as requested by and agreed with you and shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for our own or for any third party’s purposes.
12.6 We will not disclose Personal Data to any third parties other than agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
12.7 We will maintain appropriate technical and organisational security measures to protect Personal Data Processed by us on behalf of you.
12.8 Further details are available on our privacy page: https://www.innerspaceworks.com/privacy-notice/.
- Circumstances beyond our or your control
13.1 Neither of us will be liable for any failure or delay in performing our obligations where due to causes beyond the reasonable control of that party, including but not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
14.1 All notices under these Terms must be in writing and signed or sent by the party giving notice (or a duly authorised officer of that party).
14.2 Notices shall be deemed to have been duly given:
a) when sent by mail, on the date of signed for delivery or 5 days after proof of posting (provided an email copy is also sent).
b) when sent by email and a successful return receipt is generated;
14.3 All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.
- No waiver
15.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
16.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms (which will otherwise remain valid and enforceable).
- Law and jurisdiction
17.1 This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Updated 03/05/2020 v 1.1