Terms and Conditions

It is important that you read these Terms and Conditions carefully before booking any Insider Trends Services, whether an engagement, project, report, course or experience.

It will be deemed that the Client has accepted these Terms and Conditions for any services purchased from Insider Trends Limited.

No alterations or variations to these Terms & Conditions will be accepted unless agreed in writing by Insider Trends Limited.

Definitions

The following words and expressions shall mean and be interpreted as follows:

“Client” – shall mean any individual, group, organisation or agency, including their clients and guests, that use Insider Trends Limited’s services

“Company” shall mean Insider Trends Limited

“Third Party” and “Third Parties” shall mean someone other than the Company

“Contract” shall mean these Terms of Business that govern all Services provided by the Company to the Client pursuant to any Client Services Agreement, together with the Client Services Agreement, and commences on the date that the Client Services Agreement is given out

“Intellectual Property Rights” shall mean any patents, rights to inventions, registered designs, copyright and related rights, database rights, design rights, trademarks, service marks, trade names and domain names, trade secrets, rights in know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of 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

“Client Services Agreement” shall mean the written agreement by the Client with the Company for detailing the Services, whether online or in person

“Price” shall mean the fee agreed between the parties in respect of any one Client Services Agreement

“Services” shall mean those services or, where appropriate, part of the service described on the Client Services Agreement

Terms of business

1.1 The parties agree that the Contract shall apply to all engagements, services and bookings (including consultancy, presentations, retail safaris, reports, online courses or digital downloads) placed for the supply of all Services by the Company to the exclusion of all other terms and conditions, including that of the Client, whether or not notified to the Company.

1.2 The information and website contents the Company provides contains material which is owned by or licensed to the Company. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Any reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms of business.

1.3 Any unauthorised use of the Company’s website or its documentation may give rise to a claim for damages and/or be a criminal offence.

1.4 The Company carries public liability insurance but all clients MUST be insured to cover personal accident, cancellation, curtailment and any other eventuality.

1.5 The Company’s office hours are 09.00 – 18.00 UK time Monday – Friday. The company is closed on UK bank holidays.

1.6 The Client and the Company are independent contractors. Nothing in the Client Services Agreement will be construed as creating an employer-employee relationship, partnership, agency relationship, or joint venture between the parties.

Placing and acceptance of order

2.1 Services that cost £5,000 or less will be paid for in one payment. Once Services are confirmed, the Company will issue a Client Services Agreement for the client to sign. Once this is signed, the Services have been officially confirmed and the Company will begin work on the Services.

2.2 Payment for fixed price Services of £5,001 or more can be split. A 50% non-refundable deposit is required to book the session. The payment terms will be detailed in the Client Services Agreement. For any bookings confirmed within 45 days of the delivery date, a 100% payment will be due immediately to book the session. For ongoing services, such as consultancy or copywriting services, invoices will be sent at the end of each month.

2.3 Any Client who does not make payment by the invoice due date(s) will have their payment considered as a ‘default’ and 1% of the invoice amount will be added for each week the invoice is overdue.

2.4 By booking services from the Company, the Company reserves the right to recoup any debt recovery costs. These will be passed on to the Client and will include any legal fees and/or court fees.

2.5 The Company may, at its entire discretion, accept or reject (for whatever reason) a Client Services Agreement or amendment of Contract and shall notify the Client of the same.

2.6 If the Client makes requests that are additional to the original Client Services Agreement, there will be a price increase to cover extra work or cost. Performance of such services is subject to the Company’s resource availability.

Invoicing and payment

3.1 All Prices are as quoted in the Client Services Agreement, subject to any variations following the placement of a Client Services Agreement and any other applicable taxes and duties.

3.2 The Company reserves the right to vary the Price at its sole and entire discretion. This includes, without limitation, where there is a variation in the Contract to cover any increase in costs for whatsoever reason, where an unintentional error has been made in the initial quote or in light of relevant changes in legislation.

3.3 The Client should be aware of any transfer fees and exchange rates before completing the transaction. It is the Client’s responsibility to ensure that the amount transferred covers the total amount. Any underpayment due to transfer fees or the exchange rate is the responsibility of the Client.

3.4 Payment can be made by any of the following methods: By BACS or international transfer, PayPal (subject to additional fees), credit or debit card.

3.5 PayPal and credit or debit card payments will be subject to an additional fee, likely to be around 3.5%.

Intellectual property

4.1 Each party shall retain ownership of its Intellectual Property Rights in all its pre-existing material and shall grant to the other a non-exclusive, non-transferable license for the use of such material solely and exclusively for the purpose of this Contract.

4.2 The Company shall own all Intellectual Property Rights for the work produced and published under this Contract, save for any specification provided by the Client in respect of the same, which shall belong to the Client. At the request of the Client, the Company shall grant to the Client, for a fee to be agreed, a licence to use such material. This condition shall survive the termination of this Contract.

4.3 If the Client purchases Services, the Company will display brand, company and client logos in Company marketing, unless the client requests otherwise. To request a non-disclosure form, please send an email to contact@insider-trends.com

4.4 Unless otherwise provided by law, the Company’s pricing information, processes, know-how and Intellectual Property shall always be regarded as Confidential Information.

Performance of the Parties

5.1 All work shall be carried out in accordance with the provisions of the Client Service Agreement.

5.2 The Client and the Company shall each designate a contact person who shall be responsible for the cooperation under the Client Service Agreement. Each party shall notify the other party in writing of any changes to the designated contact person.

5.3 The Client will share with the Company information and know-how required for the Company to perform the Services, which may include its business roadmap and other business-related and technical information. The Client shall make such information and documentation regarding the Client’s operations available in a timely manner. The Client acknowledges that this is essential for the Company’s performance of the Services.

5.4 In the event the Services shall be performed on the Client’s premises, the Client shall prepare and make available the necessary work space and infrastructure in a timely manner.

5.5 The Client and the Company shall without undue delay inform each other of any information or any circumstances that may impact the performance or timing of the Services; including any illness, accident, injury or other unavoidable cause which may result in the Company’s inability to perform its duties or affect the time table for implementation of the Services.

5.6 The Client is responsible for responding to the Company’s questions and requests in a timely manner. If it does not, it acknowledges that the Company may not be able to meet pre-defined deadlines, the Company may have to make decisions without the input of the Client, the quality of the Services may suffer, the Company may not be able to complete the Services, and that the Company has the right to demand full payment. Delayed Client responses may increase the time spent by the Company on the Services, for which the Company will be entitled to additional payment.

5.7 The Company reserves the right to assign or transfer any of its rights, or to sub-contract all, or any part of its obligations under a Client Services Agreement or under this Contract as a whole.

Warranties and indemnities

6.1 The Client therefore warrants that:

6.1.1 it is authorised to place the Contract with the Company

6.1.2 all information supplied by the Client to the Company in connection with the services is complete, accurate and true

6.1.3 the information and material provided and the Services comply with all relevant legislation including regulations and advertising codes

6.1.4 it is the owner of the Intellectual Property Rights in all its pre-existing material

6.2 The Client shall indemnify, defend and hold harmless the Company against all claims, costs, losses, damages, expenses or liability whatsoever and howsoever arising as a result of any breach of the warranties provided in this clause and for any non-performance of its obligations under the Contract or of any breach thereof.

6.3 Neither the Company or any Third Parties provide any warranty or guarantee as to the accuracy, timelines, performance, completeness or suitability of the information that the Company provides for any particular purpose. The Client will acknowledge that such information and materials may contain inaccuracies or errors and the Company expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Contractual parties

7.1 This Contract is not intended to create a relationship of agent to principal, partnership or joint venture between the parties and neither party is entitled to enter into any business arrangement on behalf of the other.

7.2 No provision of this Contract shall be enforceable by any person who is not a party to it pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party that exists or is available independently of that Act.

7.3 The Client shall neither directly nor indirectly offer the Company’s personnel employment (or engagement as consultant other than as a Company consultant), either at the Client’s organization or any closely-related organization. This prohibition against recruitment shall apply while the Company employee works on an assignment for the Client and remains in force for a period of 12 months after any services have ended. If the Client violates this provision, it shall upon the Company’s request pay a penalty equal to 100% of the fixed base annual salary at the time of the assignment for each individual it has engaged in violation of this clause. The payment of penalty does not affect the Company’s right to apply other sanctions due to the contractual breach. Violation of this provision exists even without proof of intent or negligence.

Data protection

8.1 Each party shall adhere to, and comply with, its obligations under the Data Protection Act 1998 and any subsequent amendments.

8.2 It is understood that the Company may share the name of the Client organisation in order to secure third party services.

8.3 The Company keeps each Client’s details on file after making a booking. The Company may use the Client’s email address to send the Client emails from time to time. The Client can unsubscribe from these emails at any time.

8.4 The Company does not sell Client information to Third Parties. On occasion the Company may email the Client on behalf of a paying Third Party from the Company.

8.5 The Client owns its customer data. The Company is not granted any rights to customer data other than as set out below.

8.6 The Company shall have authorized access to and process customer data only to the extent required for performance of the Services.

8.7 The Company is entitled to add measurements for traffic, conversion rate, order value and other relevant key performance indicators and statistics to be able to measure and optimize the commercial value realization for the Client. The Company will not share such data with third parties.

Liability

9.1 The Company does not exclude or restrict liability for death or personal injury resulting from its own negligence.

9.2 The Company shall not be liable to the Client whatsoever for any loss, cost, expense, liability or other claims howsoever arising from any information, documents, material or data, instructions or specifications provided by the Client relating to the Product that are incomplete, inaccurate, illegible, out of date, in the wrong form or are supplied late, whether due to the Company’s negligence or otherwise.

9.3 If any terms or provisions of Clause 9 are, or become invalid, illegal or unenforceable, the remainder shall survive unaffected.

9.4 To the extent the Company provides any third-party products or services under the Client Services Agreement, the Client’s rights and obligations to such products are regulated by the terms provided by such third party.

Force Majeure and frustration of contract

10.1 The Company shall not be liable to the Client for causes beyond its reasonable control, including without limitation for any loss, expenses or costs arising as a result of a delay in production and publication (“Force Majeure”). The event of Force Majeure shall include, but shall not be limited to: Act of God, new and relevant governmental regulations, war, terrorism (or threat of it), fire, flood, and other disasters, industrial action (whether or not involving the Company’s employees) and delays by its third party suppliers.

10.2 In the event of Force Majeure, the Company shall notify the Client of the same and shall keep the Client notified as to its progress. The Company may be entitled at any time without prejudice to its other rights to terminate this Contract.

10.3 If the Client feels they need to make a complaint to the Company, they must send an email to contact@insider-trends.com or telephone +44 (0) 20 7183 1055.

Cancellation (Quantum Meruit)

Once the Client Services Agreement has been signed:

11.1.1 if the Client should cancel more than 30 calendar days in advance of the scheduled Services start date, then the Client is entitled to a full refund, minus 50% cancellation fee, minus all Company time spent on the Services charged at the Company’s standard hourly rates, minus any non-refundable external expenses the Company has already incurred. This may result in an additional invoice, which the Client will be obliged to pay. For consultancy engagements, the start date is the date that preparatory work commences, rather than the date of Client-facing sessions.

11.1.2 if the Client should cancel 30 calendar days or less before the scheduled Services start date, the Client will be charged a 100% cancellation fee, and will be required to reimburse any non-refundable external expenses the Company has already incurred.

11.1.3 if the Client reschedules a service, the Company will charge an additional amount equal to 30% of the total Services fee to cover any administrative costs and costs associated with rescheduling any third parties involved in the service. Services can only be rescheduled if the Company has the required availability. If the Company does not have the necessary availability to reschedule services it will be considered as a cancellation (please see 4.1.2 and 4.1.3 for further details). The Company will always strive to be flexible and find a date suited for both parties, but reserves the right to turn down requests to reschedule if it does not have the availability.

11.2 Any products such as online courses, downloads and ebooks are non-refundable unless this is otherwise stated in relation to a specific product.

11.3 If the Company needs to cancel any or all Services, the Company will give the Client a full refund for the cancelled Services only.

Termination of contract

12.1 The Company may terminate this Contract forthwith where:

12.1.1 the Client commits a material breach under this Contract, incapable of remedy or where capable of remedy fails to remedy it within 30 (thirty) days of receipt of written notification of such breach, or within a reasonable time-scale as otherwise agreed in writing between the parties

12.1.2 any distress or execution is levied upon the property or assets of the Client. Or if the Client shall make, or offers to make, any arrangement or composition with, or for the benefit of its creditors. Or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against the Client, being an individual, or if any resolution to wind-up the Client being a limited company is passed, (save for the purposes of reconstruction or amalgamation), or if a petition is presented to wind-up the Client, or if a receiver of the Client’s undertaking property or assets or of any party thereto is appointed, or if the Client ceases or threatens to cease trading.

12.2 In the event of termination under this clause or in the event the Client terminates for any reason whatsoever, without prejudice to any other right or claim the Company may have, the Client shall remain liable for payment of the Price and the Company shall not be under any obligation to supply any further goods or to provide any further services to the Client under this Contract. The Client shall indemnify the Company against all loss, costs and expenses (including loss of profit, costs of labour and materials) suffered by the Company by reason of such termination.

12.3 Notwithstanding the termination of this Contract, however arising and for whatever reason, the following clauses shall survive termination and shall remain in full force and effect: 4, 6, 7, 8, 9, 10.

12.4 This Contract may not be varied or amended unless the variation or amendment is in writing and agreed by both the Client and the Company.

12.5 If any change is agreed to anything included on the Client Services Agreement, the Company reserves the right to issue a replacement Client Services Agreement. These terms and conditions shall apply to any replacement Client Services Agreement in the same way as they apply to the original Client Services Agreement.

Modern Commerce Academy

13.1 The Client will create an account when enrolling in the Company’s online course. When setting up and maintaining an account, the Client must provide a valid email address.

13.2 the Client has complete responsibility for the account and everything that happens on the account, including any harm or damage (to the Company or anyone else) caused by someone using the account without the Client’s permission. The Client may not transfer the account to someone else or use someone else’s account. The Client may not share account login credentials with anyone else. The Client must notify the Company immediately upon learning that someone else may be using an account without permission (or if a Client suspects any other breach of security) by contacting contact@insider-trends.com – the Company may request some information from the Client to confirm ownership of the account. In the event of the death of a user, the account of that user will be closed.

13.3 The Client can terminate the account at any time by logging into the account. At the bottom of the account page, navigate to ‘Delete My Account’ and follow the steps there. All deleted accounts are unrecoverable.

13.4 All Modern Commerce Academy materials, including videos, recordings, documents, templates and graphics, are the property of the Company. The Client may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any of the courses unless the Company gives the Client explicit permission to do so in a written agreement signed by the Company’s management.

13.5 For clients who attend the Modern Commerce Academy, the Company will display brand, company and client logos in marketing and mention brands in course discussions, unless the Client requests otherwise. To request a non-disclosure form, please send an email to contact@insider-trends.com

Retail Safaris, Site Visits and other In-Person Experiences

14.1 Any meetings mentioned in itineraries are only provisional at the proposal stage. The sooner the Client confirms its Services and signs the Client Services Agreement, the more likely it is that the items listed in the proposal can be secured.

14.2 Should any visit listed in a proposal not be available once services are booked, the Company will offer alternatives. If the Client deems no alternative suitable, a proportional refund will be offered. The Company’s offer of a refund will be final.

14.3 A tour, visit, meeting or event is for the advertised length of time, as covered by a proposal or web listing. Itineraries may have to be adjusted depending on the speed of the group, travel conditions and other events that are out of the Company’s control.

14.4 The Company will endeavour to ensure that the Client’s services run to plan, however the Company cannot accept liability for any of the actions of Third Parties including but not limited to keeping a store closed during their listed opening hours, providing a different representative for a visit, changing the format of a visit or cancelling a visit altogether.

14.5 The start and end times of the Services are fixed. If a Client is late for the start of a Service, the Company reserves the right to finish the Services at the finish time as previously agreed.

14.6 During the Company’s continuing research, the Company may suggest that the itinerary should be slightly changed to make the services even more valuable to the Client. The Client will always be informed of these changes as they arise.

14.7 Any businesses or professionals working in conjunction with the Company will refer all future enquiries for visits or similar visits for previous Clients of the Company back to the Company.

14.8 The Client takes all liability, including for their own safety and personal belongings.

14.9 By agreeing to take part in the Company’s in-person experiences, all Clients agree to listen to the safety instructions given by the Company and to exercise due care and attention whilst walking.

14.10 The Company’s Services will go ahead in poor weather.

14.11 All Clients are responsible for informing the Company of any special needs, access or requirements that they have.

14.12 It is the Client’s responsibility to inform the Company of any allergies or medical conditions they may have. The Client must inform the Company of any ingredients that the Client cannot consume. The Client agrees that they eat and drink at their own risk, checking food labels and talking to catering staff to get the information they need. The Company accepts no responsibility for the contents of food and drink, for the Client’s reaction to these, or for the food and drink provided by Third Parties.

14.13 Clients must be in a good state of health to take part in the Services, and be capable of walking the distances required by the Services.

Waiver

Failure by either party to enforce its rights under this Contract shall not be deemed a waiver of such rights or any other rights and nor shall it prevent that party from subsequently enforcing those rights.

Validity

If any provision (or part provision) of these Terms of Business is deemed invalid, illegal or unenforceable by a Court of Law, or any other judicial body, it shall be severed from the remaining provisions (or part provision) and be replaced where applicable so as not to affect the validity, legality and enforceability of the remainder of the Contract and so as to reflect the intentions of the parties.

Governing law and jurisdiction

These Terms of Business shall be governed by and construed in accordance with the laws of England. The parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

Entire agreement

The Contract represents the entire understanding between the parties and supersedes any prior arrangement, whether written or verbal and neither party places reliance on any representation not recorded here to induce it to enter into such a Contract.

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