Agreement Terms

This Agreement is made on the date of last signature set out below between:

1. (The Client); and
2. Newman International Talent Services Ltd registered number 682029 (The Coach).

Agreement

Meanings

1. In this Agreement, the following words are defined: 

2. In this Agreement, unless the context requires a different interpretation: 

a) the masculine shall include the feminine;

b) the singular includes the plural and vice versa;

c) references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;

d) a reference to a person includes firms, companies, government entities, trusts and partnerships;

e) “including” is understood to mean “including without limitation”;

f) reference to any statutory provision includes any modification or amendment of it; and

g) the headings and sub-headings do not form part of this Agreement.

Services

3. From the Commencement Date, the Coach will perform the Services as requested by the Client in Schedule 2. The Client is not obliged to provide work for the Coach however, in order for the Coach to provide the Services to the Client, the Client must provide all necessary information to the Coach.

4. Where the Coach provides Services to the Client and a decision is made by a Third Party, the Coach does not guarantee its Services will result in a favourable decision by the Third Party.

5. The Coach must:

a) spend as much time as necessary to perform the Services properly unless prevented by illness or injury (which she must notify to the Client as soon as reasonably practicable).

b) perform the Services using reasonable care and skill and to the best of his abilities;

c) co-operate with the Client and attend meetings and discussions as agreed;

d) keep the Client properly informed of progress;

e) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010. They must have their own systems in place to ensure compliance and where requested by the Client certify to it on an annual basis that they continue to comply. The Representative must ensure they report any matter relating to bribery or corruption to the Client immediately, if they become aware of or suspect such activity, whilst providing the Services for the Client. Failure to comply with this paragraph entitles the Client to terminate this agreement immediately; and

6. The Coach can provide a suitably skilled and qualified substitute to perform the Services on his behalf, if the Client gives prior written consent.

7. During the Term, the Coach may work for or be involved in any other business or undertaking as long as doing this does not create a conflict of interest or interfere with the Services.

Fees and Expenses

8. The fee quoted for this Service is provided in the invoice.

9. The Coach reserves the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply, interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.

Termination

10. This Agreement begins on the Commencement Date and ends at the end of the Term or when either party gives at least 7 days advance written notice that they wish to terminate it. If the Client terminates the Agreement, clause 32 applies. The Coach has the discretion to provide refunds if it deems appropriate under the circumstances.

Confidential information

11. During the Term, the Coach may have access to confidential information about the Client and its business(es) which includes documents and information whether written, electronic or otherwise, which is any non-public information concerning the Client’s:

a) finances, operational model, business plans and sales and marketing information, plans and strategies, business transactions, research activities and dealings and affairs, trade secrets including technical data and know-how;

b) customers, suppliers, licensors, licensees, agents, distributors, shareholders, management, contractors or other business contacts including, without limitation, lists of, identities of, contact details of and requirements of such persons, pricing or price structures, discounts, special prices or special contract terms offered to or by or agreed with such persons;

c) Intellectual Property, existing and planned goods, product lines or services and their components and any underlying technology or proprietary materials;

d) computer and communications systems, source codes and software;

in each case whether past, current, future or prospective, whether the Coach creates, develops, receives or obtains the information, whether it is marked confidential or not. Confidential information does not include any information which is generally available to the public other than through the Coach’s breach of this Agreement.

12. During and after the Term, the Coach must not use or disclose or allow the use or disclosure of any confidential information, except:

a) as necessary to properly perform the Services; or

b) with the Client’s prior written consent or as required by law or ordered by a court of competent jurisdiction.

c) As soon as either this Agreement ends, however that happens or the Client requests it, the Coach must:

d) return to the Client all materials, equipment, property and documents that he has or controls that either belong to or relate to the Client or its business or clients;

e) delete any such property and information from any electronic device which belongs to the Coach, including contact details of business contacts made during the course of this agreement, however stored and from personal, social or professional networking accounts.

13. The Client may have access to the confidential information of the Coach included in the first clause in this section on Confidential Information and the Client agrees not to use or disclose or allow the use or disclosure of any such confidential information without the Coach’s prior written consent.

14. If the Client receives access to the Coach’s online membership area, the Client agrees that it must not disclose it’s password and allow anyone else to access the online membership area. If the Coach suspects that access has been provided to a third party, the Coach has the right to restrict access immediately.

Data Protection

15. The Client shall only supply to the Coach, and the Coach shall only process, in each case under or in relation to this Agreement, the Personal Data of Data Subjects falling within the categories specified in Part A of Schedule 1 (Data processing information).

16. The Client shall only supply to the Coach, and the Coach shall only process Personal Data of the types specified in Part A of Schedule 1 (Data processing information).

17. The Coach shall only process the Client Personal Data for the purposes specified in Part A of Schedule 1 (Data processing information).

18. The Coach shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term.

19. The Coach shall only process the Client Personal Data on the written instructions of the Client as set out in this Agreement or any other document agreed by the parties in writing.

20. Notwithstanding any other provision of this Agreement, the Coach may process Personal Data if and to the extent that the Coach is required to do so by applicable law. In such a case, the Coach shall inform the Client of the legal requirement before processing, unless that law prohibits such information on grounds of public interest.

21. The Coach shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

22. The Coach shall, insofar as possible and taking into account the nature of the processing:

a) take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client’s obligation to respond to requests exercising a Data Subject’s rights under the Data Protection Laws;

b) assist the Client in ensuring compliance with the obligations relating to the security of processing of Personal Data, the notification of Personal Data breaches to the Supervisory Authority, the communication of Personal Data breaches to the Data Subject, Data Protection Impact Assessments (as such term is defined in the Data Protection Laws) and prior consultations in relation to high-risk processing under the Data Protection Laws;

c) make available to the Client all information necessary to demonstrate the compliance of the Coach with its obligations under the Data Protection Laws;

d) at the Client’s discretion, delete or return all of the Client Personal Data to the Client upon termination or expiry of the Agreement, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data; and

e) allow for and contribute to audits, including inspections conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Coach’s processing of Client Personal Data with the Data Protection Laws.

23. The Client may hold and process a wide variety of Personal Data about the Coach, including references, personal records, emails containing personal details, addresses and details of contractual benefits. Some of this data may come within the “special categories of personal data” (known as sensitive personal data) and includes but is not limited to information about:

a) the Coach’s racial or ethnic origin or religious or similar information, for equal opportunities monitoring;

b) information about the physical or mental health of the Coach to monitor sickness absence.

24. The Client will only process sensitive personal data if:

a) it has a lawful basis for doing so; and

b) one of the special conditions for processing sensitive personal data applies, eg the Coach has given their explicit consent.

25. Before processing any sensitive personal data, the Client will notify its Data Protection Officer (DPO) of the proposed processing in order for the DPO to assess whether the processing complies with the criteria noted above. Sensitive personal data will not be processed until the assessment above has taken place and the Coach has been properly informed of the nature of the processing, the purposes for which it is being carried out and the legal basis for it.

26. The Client will use appropriate technical and organisational measures to keep the Coach’s data secure, and in particular, to protect against unauthorised or unlawful processing and against accidental loss, destruction or damage.

Warranties and indemnities

27. The Coach represents and warrants that he does not have any obligation which would restrict or prohibit him from complying with this Agreement.

28. Neither party will be liable for:

a) any form of indirect, consequential or special loss;

b) any loss or corruption of any data, database or software;

c) any loss of business, contracts or commercial opportunities or any other form of pure economic loss, direct or indirect.

29. Nothing in this Agreement: 

a) limits or excludes a party’s liability for causing death or personal injury by their negligence;

b) limits or excludes a party’s liability for their fraud or fraudulent misrepresentation; or

c) limits or excludes a party’s liability in any way not permitted under applicable law.

30. All warranties, conditions and other terms implied by law are excluded from this Agreement unless stated in this Agreement, as far as permitted by law.

Circumstances beyond the control of the parties

31. A party to this Agreement is not liable for failure or delay in performing its obligations if that failure or delay is caused by something beyond his reasonable control. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified party or parties can suspend or terminate the Agreement immediately by notifying the other party and clause 32 applies.

Entire Agreement

32. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, warranties, representations, assurances, arrangements or agreements that might have taken place orally or in writing in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

Refunds

33. Should the Client wish to terminate this Agreement in accordance with clause 10, the Coach has the discretion to provide refunds if it deems appropriate under the circumstances. The discretion includes the consideration of work completed at a rate of £299 per hour, access to online membership areas, administration fees and work lost as a result of entering into this Agreement with the Client.

General

34. No party can assign, transfer or sub-contract his rights and obligations under this Agreement without the prior written consent of the other party, which cannot be unreasonably withheld.

35. Only changes to this Agreement that are in writing and signed by the parties are valid or binding.

36. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement and no third party has the right to enforce or rely on any provision of this Agreement.

37. This agreement may be executed in any number of counterparts, each of which, when executed, is a duplicate original, but all the counterparts together form one agreement.

38. No delay, act or omission by a party in exercising any right or remedy is a waiver of that, or any other, right or remedy unless the parties agree differently.

39. Provisions of this Agreement which are stated or intended to continue in force after this Agreement ends will do so.

40. If any court or competent authority decides that any part of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that part will be deemed deleted so far as necessary without affecting the other parts of this Agreement, which will continue to be valid and enforceable.

41. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first class post or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party’s main business email address as notified to the sending Party.

Governing law and jurisdiction

42. This Agreement shall be governed by and interpreted according to the law of Ireland or England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of Ireland or English and Welsh courts.

SCHEDULE 1

PART A – DATA PROCESSING INFORMATION

Processing of Client Personal Data by the Coach under this Schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Client Personal Data and categories of Data Subjects set out in this Part A.

Subject-matter of processing:
The Coach’s provision of the Services and any related technical support to the Client.

Duration of the processing:
The Term plus the period from expiry of the Term until return/deletion of all Personal Data by the Coach in accordance with this Schedule.

Nature and purpose of the processing:
The Coach will process Client Personal Data for the purpose of providing the Services and any related technical support to the Processor in accordance with this Schedule.

Type of Personal Data:

• Email address.

Categories of Data Subjects:

• Client Personal Data will concern the following categories of Data Subjects:
• Data Subjects about whom the Coach collects Personal Data in its provision of the Services; and/or
• Data Subjects about whom Client Personal Data is transferred to the Coach in connection with the Services by, at the direction of, or on behalf of the Client.

SCHEDULE 2

ONLINE DIY MEMBERSHIP AREA – Terms and Conditions of Use

This is only available where the Services specify otherwise it is not included in the package

1) General

1.1 We reserve the right to change the content used at any time.

1.2 Customers who fail to complete the eLearning courses in the time available will not be eligible for a refund.

1.3 Customers will receive an electronic notification prior to the course end date.

1.4 All rights not expressly granted herein are reserved.

1.5 These Terms and Conditions shall be governed by and construed in accordance with the laws of England, Wales, Ireland and Northern Ireland.

1.6 If you do not agree with these Terms and Conditions you must cease the course immediately and notify us of your intent not to continue.

2) Cancellation Policy

2.1 The materials in the DIY Membership Area are available for 12 months after which, access will be canceled automatically unless prior notice is made by the customer in writing to [email protected].

3) Refunds

3.1 Once payment is provided, you will be given automatic access to the DIY Membership Area and no refund is available after you have accessed the portal.

4) Online Materials

4.1 The online material is property of Newman International Talent Services Ltd.

4.2 This online material has been prepared, maintained, updated and distributed by Newman International Talent Services Ltd.

4.3 The use of the online  material is restricted to the registered user who has been supplied with the log in details by Newman International Talent Services Ltd.

4.4 The registered user shall not copy, share, modify, transmit, distribute, or in any way, exploit the copyrighted materials provided by Newman International Talent Services other than for their own individual application. Use for any other purpose is expressly prohibited by law and any violators will be prosecuted.

4.5 The registered user shall not permit anyone else to copy, use, modify, transmit, distribute, or in any way, exploit the copyrighted materials.

4.6 The materials made available by Newman International Talent Services are provided “as-is” without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

4.7 Newman International Talent Services Ltd does not warrant that the online materials will be error free including technical inaccuracies, nor free of viruses, or other harmful matter. The entire cost of any necessary service, repair, or correction, is the registered user’s responsibility.

4.8 Newman International Talent Services Ltd may make improvements, or changes, to this material at any time without prior notification.

4.9 All rights not expressly granted herein are reserved.

5) Access to the Online Materials

5.1 Newman International Talent Services Ltd strives to provide uninterrupted e learning course content to its customers. To that end,Newman International Talent Services Ltd will take all commercially reasonable efforts to provide uninterrupted access of the online materials to its customers. However, from time to time, customers may be unable to access the online materials due to conditions beyond Newman International Talent Services Ltd’s control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the courses to its customers, Newman International Talent Services Ltd will take all commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

5.2 Newman International Talent Services Ltd endeavours to provide the highest quality content to its customers. To that end, Newman International Talent Services Ltd reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of its online materials in whole or in part, including, without limitation, the content, availability, Access and/or the Terms of this course. Such changes, modifications, additions or deletions will be effective immediately.

5.3 Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site and online materials.

5.4. Newman International Talent Services Ltd shall make reasonable efforts to provide technical support Monday to Friday between the hours of 9am – 5pm, excluding statutory holidays.

6) Third Party Content; Hyperlinks

6.1 Copyrights, Trademarks and other Proprietary Rights.

6.2 Newman International Talent Services Ltd makes no warranty, either expressed or implied, of the accuracy, merchantability, fitness for a particular purpose, or non-infringement of the information provided by third parties. This includes, but is not limited to, any information found on a link located on this site that allows users to access information found on another site. Additionally, Newman International Talent Services Ltd does not warrant the existence or functionality of any website which can be accessed through a link located on this site.

6.3 Newman International Talent Services Ltd or its third party content providers shall retain all worldwide rights in the intellectual property in and on the site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the site, its colour combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything you read or see on the site is copyrighted, trademarked, or otherwise protected and owned or licensed by Newman International Talent Services Ltd.

6.4 Except as expressly stated on the site or in these Terms, nothing that you read or see on the site or in the courses may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Newman International Talent Services Ltd, except as provided in these Terms. Nothing in these Terms grants you an express or implied license to use any of Newman International Talent Services Ltd intellectual property.

7) Disclaimers and Limitation of Liability

7.1 Users access this site at his/her/its own risk. The site is provided on an “as is, as available” basis without warranty of any kind, expressed, implied or statutory, and any and all warranties of merchantability, fitness for a particular purpose or non-infringement of third parties’ rights are specifically disclaimed. Newman International Talent Services Ltd does not warrant any particular result from use of the software or site.Newman International Talent Services Ltd does not warrant that the information on the site is accurate, complete or complies with any particular law or regulation, or that the operation of and your access to the site will be uninterrupted, error-free, virus-free or completely secure.

7.2 Under no circumstances and under no legal theory (tort, contract or otherwise) shall Newman International Talent Services Ltd or any of its affiliates, agents, employees, shareholders, directors, officers, third party content providers, successors or assigns be liable to you or any other person or entity for any indirect, special, incidental, punitive or consequential damages of any character, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of productivity or contract, or any and all other commercial damages or losses.

7.3 Your use of this site is at your sole risk and any content that you download to access the online materials is at

your own discretion and risk, and you are solely responsible for any damage to your computer system and for any loss of data that results from the downloading of any such content, including any damages resulting from computer viruses.

7.4 In no event will Newman International Talent Services Ltd be liable for any damages in excess of the amount Newman International Talent Services Ltd received from the customer for access to a course, even if Newman International Talent Services Ltd has been informed of the possibility of such damages, or for any claim by any other party.

7.5 In no event will warranties provided by law, if any, apply unless they are required to apply by statute notwithstanding their exclusion by contract.

7.6 This disclaimer is applicable to any damage or injury resulting from the negligence or an omission of Newman International Talent Services Ltd, computer virus or other similar item, telecommunications errors, or unauthorized access to or use of user information through theft or any other means. Newman International Talent Services Ltd is not liable for criminal, tortious, or negligent actions or omissions of third parties that affect this site.

8) The Contract

8.1 When you commit to the purchase of the DIY membership area, you agree to be bound by these Terms and Conditions. You agree to use the online material for your own personal learning and not to reproduce, sell, hire or copy course materials (in whole or in part) and not to use such materials except for personal reference.

Access will be given to the online materials from purchase order received for a fixed registration period (usually 12 months unless a different period is indicated on your receipt). After this period, your access will be cancelled unless you provide prior written request to  have access extended provided a satisfactory reason is given. We reserve the right to refuse access after the initial period at our sole discretion.

MICHELLE HUA

© 2021 Michelle Hua – All Rights Reserved

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