Terms & Conditions.

Terms and Conditions
BALLET WITH ISABELLA LTD

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

• Definitions:

• 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 Customer for the supply of the Services in accordance with 5.

• Commencement Date: has the meaning given in 2.2.

• Conditions: these terms and conditions as amended from time to time in accordance with 10.5.

• Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

• Customer: the person or firm who purchases Services from the Supplier.

1. 1. Customer Default: has the meaning set out in 4.2.

• Deliverables: the video content and online courses, ballet classes or the deliverables set out in the Order produced by the Supplier for the Customer. 

• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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, such 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.

1. 1. Order: the Customer’s order for Services following the purchase made on the Supplier’s website or via other available resource. 
   2. Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

• Specification: the description or specification of the Services provided by the Supplier to the Customer (i.e. a ballet class on a specific date or a thematic workshop).

• Supplier: BALLET WITH ISABELLA LTD registered in England and Wales with company number 12862008.

• Supplier Materials: has the meaning set out in 4.1(f).

• Interpretation:

1. 1. A reference to legislation or a legislative provision:
      1. is a reference to it as amended, extended or re-enacted from time to time; and
      2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
   2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   3. A reference to writing or written includes email. 

1. 1. Basis of contract

• The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

• The Order shall only be deemed to be accepted when the Supplier received payment from the Customer for the relevant Services in the manner stipulated by the Supplier and on which date the Contract shall come into existence (Commencement Date). 

• Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 

• These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

• Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 (twenty) Business Days from its date of issue.

1. 1. Supply of Services

• The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 

• The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

• The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. The Supplier reserves a right to amend Specification in case of an unforeseen event precluding the Supplier from providing the Services, for example, an illness or a force majeure event, in which case the Supplier shall refund or reschedule the Specification and/or Order.

• The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 

1. 1. Customer’s obligations 

• The Customer shall:

1. 1. 1. 1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
         2. co-operate with the Supplier in all matters relating to the Services;
         3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
         4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
         5. agree for its personal data to be used should it be necessary by the Supplier, for example in a video or a picture, however the Customer has a right to object to this; and
         6. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.

• If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

1. 1. 1. 1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
         2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 4.2; and 
         3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
   2. Charges and payment

• The Charges for the Services shall be paid upfront according to the Order. The Supplier is bound under the Contract only after the relevant payment for the Services is made by the Customer in the manner specified by the Supplier.

• All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

• All amounts due under the Contract 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).

1. 1. Intellectual property rights 

• All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 

• The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract (the Order) to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

• The Customer shall not sub-license, assign or otherwise transfer the rights granted in 6.2.

• The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

1. 1. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

• References to liability in this 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

• Nothing in this 7 shall limit the Customer’s payment obligations under the Contract.

• Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. 1. 1. 1. death or personal injury caused by negligence;
         2. fraud or fraudulent misrepresentation; and
         3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

• Subject to 7.3, the Supplier’s total liability to the Customer for all loss or damage shall not exceed £500 (five hundred GBP).

• Subject 7.3, this clause 7.5 sets out the types of loss that are wholly excluded: 

1. 1. 1. 1. loss of profits;
         2. loss of sales or business;
         3. loss of agreements or contracts;
         4. loss of anticipated savings;
         5. loss of use or corruption of software, data or information;
         6. loss of or damage to goodwill; and
         7. indirect or consequential loss.

• The Supplier has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

• This 7 shall survive termination of the Contract.

1. 1. Termination

• Without affecting any other right or remedy available to it, either party may terminate the Contract by giving a written notice or by cancelling the Order if the possibility is given.

• Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

1. 1. 1. 1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
         2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
         3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

• Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer, suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier, if the Customer fails to pay any amount due under the Contract on the due date for payment.

1. 1. Consequences of termination

• On termination or expiry of the Contract: 

1. 1. 1. 1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; 
         2. the Customer shall return or destroy all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

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

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

1. 1. General

• Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

• Assignment and other dealings.

1. 1. 1. 1. The Supplier may at any time assign, 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.
         2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

• Confidentiality.

1. 1. 1. 1. Each party undertakes that it shall not at any time during the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 10.3(b).
         2. Each party may disclose the other party’s confidential information:
            1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 10.3; and
            2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
         3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

• Entire agreement.

1. 1. 1. 1. The Contract constitutes 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.
         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 based on any statement in the Contract.
         3. Nothing in this clause shall limit or exclude any liability for fraud.

• Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

• Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

• 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 this agreement. If any provision or part-provision of this Contract deleted under this 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

• Notices.

1. 1. 1. 1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by email to the address specified in the order.
         2. Any notice or communication shall be deemed to have been received, when sent by email, at the time of transmission. 
         3. This 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

• Third party rights. 

1. 1. 1. 1. Unless it expressly states otherwise, 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.

• The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

• 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.

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.