The following terms and conditions apply to all services offered by Social Marmalade:

By agreeing to a Booking with Social Marmalade you are agreeing to the following terms and conditions, your statutory rights are not affected.

 

1. OUR AGREEMENT

a. These Terms of Business supplement the agreement set out when you book with us.

b.We will start work when you accept our proposal for services or when you book a workshop. You can accept by letting us know that you accept, booking online or by asking us to start work.

c.The Services to be provided are set out in the Booking – either through the website, by email, messages or the booking form. They can be amended by exchanging emails or by issuing a revised Booking.

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2. EXPECTATIONS

a.Quality standards that are unique to the project are set out in the Booking.

b.If asked to travel, travel time and travel expenses will be separately charged, this will only apply to face-to-face consultations or private workshops. These will be agreed in advance and listed separately on your invoice. If you are booking an event or workshop, additional costs may include food or drinks at the venue.

c.Our objectives, expressed in general terms, will be:

·To understand your goals;

·To understand your key timings.

d.For us to achieve the best results for you, we need your active co-operation. Specifically, you should:

·Promptly provide any information we require to tailor the meeting to your needs;

·If an online consultation and you are hosting, you must provide clear joining instructions for all Participants, otherwise we will provide all instructions to join the meeting. Where Participants' names, voices or images appear when participating in a Programme, you will ensure they are fully aware of this in advance and have signed appropriate consent for the live and recorded versions of Sessions to be shared as needed.

e.We will provide an agenda prior to the meeting to outline what we are doing for you / covering in the meeting or workshop.

f.If the Booking includes us providing promotional material, you must produce a schedule of key dates by which we shall have the material, and when you want material from us. 

g.Face-to-face meetings may incur additional charges which will be outlined in the Booking.

h.Insurance: We carry professional indemnity insurance with Dingy insurance to the amount of £100,000. If you wish us to take out insurance or additional insurance, we are happy to do so if you agree to pay the additional cost. Normally this is an annual cost, and it may not be possible to refund the charge if you do not use us for the exact year that our insurance runs. You can ask us for a copy of our current certificates of cover and policy terms.

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3. BUSINESS ARRANGEMENTS

a.Our Services are provided on a ‘business-to-business’ basis.

·The way we work is part of our trade know-how and shall not be under your direction or control.

·We shall continue to market our services and work for other clients and maintain an independent business of our own.

b.Authority:  The person named in the Booking will be our main contact and has the authority to agree on payments and to agree on changes to a Booking. We will not order any goods or services on your behalf unless it is authorised by that person.

c.It is your responsibility to ensure:

·that you have adequate equipment, broadband/wi-fi and time to access the Meeting and use appropriate virus and malware protection;

·the safety and security of your log-ins, links, access, and downloads;

·that if you and your Participants are joining an online call you do not do anything to interfere with the running of our website(s) or platforms, nor attempt to gain access to any parts of our site(s) to which you have not been granted access.

·If we meet on your premises you will provide adequate equipment and access to broadband/wi-fi and have adequate insurance in place to cover all Participants

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4. BUSINESS CONTINUITY AND RESILIENCE

a.Associates and substitutes:  We may use associates or substitutes to deliver parts of the Programme, however, you will always be advised in advance.

b.You may not change the platform, server or other methods of delivery of Services from those specified in the Booking without prior agreement. We typically use Zoom, Instagram or via FaceTime. If you would like us to present on an alternative platform this may involve additional charges for practise time and support.

c. From time to time there may be technical problems. If this occurs we will offer an alternative solution or may have to reschedule a new meeting date.

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5. TIMING AND STANDARD OF PROVISION OF SERVICES

a.We will use our reasonable endeavours to deliver Services according to the timetable described in the Booking. You should ensure that you provide us in good time with information and/or resources specified so that we can meet deadlines. If you do not, we reserve the right to reschedule Services, and you will pay all cancellation and rebooking costs.

b.If the Booking provides for staged fees or deposits, late payment will result in a late start on the work which may lead to us rescheduling Services.

c.We prepare for events and consultations of the specified length for a particular number of Participants. If you have changes on the day, requiring a shorter slot time or a longer one, or there is a large discrepancy in Participant numbers, we will do our best to accommodate you but we may not be able to provide the quality of Participant experience originally specified and further charges may apply.

d.We will arrive no earlier than half an hour before the Session starts and stay no more than half an hour afterwards. We may not be able to accommodate staying later if the Session overruns.

e.If you wish us to pre-record videos, submit slides or handouts in advance of the Session, you must provide us with a schedule of deadlines and dates at the time of Booking. We cannot always accommodate sudden requests for the submission of material.

f.Timetables:  Our ability to meet timetables depends on your giving us access in good time to all the information or resources we need from you. If you are late with information or payment, we reserve the right to reschedule Services.

g.Availability:  Our normal working hours are displayed on our website, and/or set out in the Booking. Availability outside these hours cannot be guaranteed without an agreement in advance, and work outside those availability hours will be subject to additional work surcharges. We are not available over the weekend or on Bank and Public Holidays unless expressly agreed.

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6. WORKSHOPS

a. If you are attending a workshop, full payment must be received at the time of booking for your place to be confirmed. We cannot refund you for non-attendance at these events, for any reason.

b.The full details pertaining to the location, start times and agenda for the workshop will be outlined in advance and detailed when you make a booking online. If there are any changes to this, we will advise you in advance and you may be eligible for a full refund if you cannot accommodate the changes made by us.

c.Please arrive at the Session in good time, if you are running late you may still join the Session but we cannot re-run through what has already been covered.

d.You accept that you attend workshops at your own risk and we cannot be held responsible for any damage to yourself or your property.

e.You must respect the other Participants privacy and only take and share photos or videos on social media with their explicit permission. We may take photos and images at these Sessions for our promotional marketing, website and social media. If you would like to opt-out please let us know.

f.We will outline in advance what is included in these Sessions in the Booking. As a general rule, we do not include stationery or drinks/meals unless stated.

g. You attend workshops at your own risk. We cannot be held responsible for any injury, theft or loss.

h. Covid-19. We will follow all current Government rules and guidance in regard to Covid. Please can we request that you undertake a Covid test within 24 hours of an event. Do not attend if you have any symptoms, have been in close contact with someone who has tested positive or have tested positive yourself. In these instances, a credit will apply to your account or alternative workshop date offered (either in-person or online). 

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7. FEES, PAYMENTS AND EXPENSES

a.Fees and expenses are set out in the Booking and must be paid in advance. Out-of-pocket expenses (including books, manuals, videos, USBs, scheduling tools or file sharing apps) will be charged as an additional charge. Where applicable VAT will be charged at the appropriate rate.

b.Where a day rate is specified it is based on a 7 hour day. We charge a minimum of half hourly rates  for tasks such as social media content creation, video editing etc. This will be specified in advance in the Booking.

c.Additional work outside the scope of the original Booking will be charged at our normal rates unless otherwise agreed in a Booking.

d.Overruns and cancellations: Where we have committed time to you, we may have rejected other fee-paying work for that slot. We shall have the right to charge for all booked time and to charge additional fees at the project rate for time overruns on meeting and workshop schedules.

e.Rescheduling: Unless otherwise stated in the Booking, you may postpone by up to four weeks live sessions to alternative available dates in our diary without additional charge, provided the rebooking is done no less than two weeks before the original start of the event unless we state otherwise.

f.Where sessions are not rescheduled in accordance with the previous paragraph, we may treat this as a cancellation and charge the full fee.

g.When a Booking is agreed, either the Deposit or Balance is immediately due for payment. This is set out in the Invoice.

h.If you do not pay by the due dates, we may reschedule further work until payment is made.

i.Fees should be paid in the currency specified in the Booking/Invoice. Payments must be made by BACS transfer, Wix online or PayPal.

j.We reserve the right to charge interest on overdue amounts at the rate set out in the Booking, or where the Booking does not specify at the rate of 2.22% per month (equivalent to unauthorised overdraft rate from the bank). Subsequent payments will be applied to interest and finance charges first, and then applied to fees/costs outstanding.

k.Any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at our normal hourly rate (or the equivalent) for the work incurred.

l.Upon termination of a Booking, further time-based charges may be incurred in handing over, returning, data, or responding to enquiries. This would be charged at our normal hourly rate or the equivalent.

m.We have quoted our fees on the basis of a business-to-business arrangement where we are entitled to be paid our fees without deductions.

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8. RIGHTS TO USE / COPYRIGHT

a.IP Rights in all Materials produced by us and/or presented in the Programme are and shall remain our absolute property.

b.Participants may use Materials only for their participation in the Programme and for private use to support their learning from that Programme. You must not disclose or use the Materials without our permission for any other purpose.

c.Please be clear: you and your Participants do not have the right to re-use or publish or adapt any part of any Materials, nor to disclose those Materials to anyone. If you want to do any of these things, you need our written consent before you do it.

d.Where the Programme involves Participants posting material or comments into a group environment, you must ensure that they are not breaching any third-party rights in their postings. You must require that Participants do not make any slanderous or defamatory statements, or bully or harass anyone or breach our Group rules. You should make Participants aware that they cannot be “off the record” in any group sessions. You will indemnify us against all costs, expenses and damages we suffer if a claim is made against us arising from your breaches of this provision or from Participants failing to follow these requirements.

e.We may record and monitor any Sessions and related comment threads. We may publish the complete recordings or edited highlights. You agree that all IP Rights of any nature in those recordings and in their contents belong exclusively to us. You will procure that Participants waive all moral rights defined in English law in the Copyright, Designs and Patents Act 1988 (as amended, re-enacted or replaced) and parallel rights in other jurisdictions with respect to their contributions and that they agree to grant us an irrevocable perpetual royalty-free licence to publish and use them.

f.You and your Participants may not photograph, screenshot, record, or video any Session content unless this is agreed in advance. You may take photos and videos as part of the Session if all parties agree (please tag us if sharing on Social Media). If the recording is agreed, the content delivered by us that is captured by you or on your behalf will remain our absolute copyright and your using it may be subject to a repeat fee or licence fee.

g.Any promotional material, pictures, biographies are licensed to you for use in promoting the event we are Booked for. You may not use it for any other purpose unless expressly authorised.

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9. POLICIES AND PROCEDURES

a.Resolving problems: If there is anything about your Programme that is not going as you want, or if you have any query or complaint, speak to us straight away.

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10. CONFIDENTIAL INFORMATION

a.Your information and our confidentiality: We will only use or disclose your Confidential Information to deliver the Programme or if we are required to disclose it by law. We may keep some Confidential Information to keep a record of what we did for you.

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11. DATA PRIVACY

a.We will process your Personal Data in line with our Data Privacy Policy. A link to our Data Privacy Policy can be found on our website.

b.The Programme may come with support on third-party sites (such as Facebook or Instagram). Your data on those sites is held in accordance with their Data Privacy policy provided to you as part of your membership of that site. You should secure your settings appropriately on those platforms.

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12. WARRANTIES AND LIABILITY LIMITATION

a.Force majeure:  We will not be liable for failure to provide Services where it is not reasonably practicable to do so due to circumstances beyond our control.

b.All Materials are created on the basis of our experience and knowledge. Many Sessions will contain content that disagrees with other organisations’ outputs. It is Participants’ individual responsibility to determine whether to act upon any of the content and to seek further advice before doing so.

c.Our Materials are written to share information and improve Participants’ knowledge and techniques. We cannot promise you or your Participants any specific outcome(s) as a result of Sessions.

d.Limitation of liability:  There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors, or your fellow participants, arising in any way out of the performance or non-performance of the Services.

e.We shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

f.Our aggregate financial liability to you shall in no circumstances exceed the fees paid for the Programme which gives rise to such liability.

g.Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us or others where liability cannot legally be excluded or restricted.

h.We do not warrant that our website or our recordings of Sessions will be available at any particular time or location; that any defects or errors in Sessions will be corrected; or that the Materials are free of viruses or other harmful components.

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13. TERMINATION

a.Termination of our participation in a Programme, whether by you or by us or by the Programme coming to an end, shall not affect rights and obligations already accrued before termination, and shall not undermine the continued enforceability of the confidentiality and intellectual property obligations set out in these Terms.

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14. DEFINITIONS, INTERPRETATION AND LAW

a.In these Terms, the following words or phrases have the meaning set out below.

“Confidential Information” all information:

• that we discover because of or through our connection with you; and

• which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).

However, "Confidential Information" does not include information that is openly published by you or information that is publicly available without breach of our confidentiality obligation.

“including” the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given.

"Materials"  means written, audio and visual materials used or produced or presented in the course of or to support the delivery of the Programme, including handouts, videos, questionnaires, games, case studies, explanatory material, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, trainer notes, reference material, prototypes.

"Participant" means any individual attending any part of the Programme.

"Programme" the event, course or training organised by you to which we are going to contribute with the work described in the Booking.

“IP Rights” includes:

• intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and

• the right to apply for or register any such protection, and

• all rights relating to trade secrets and other unpublished information.

"Session” an element of a Programme which we are presenting or to which we are contributing.

“You” refers to the person, firm or organisation organising the Programme or on whose behalf the Programme is being organised.

“We” and “us” refers to the person, firm or organisation providing the presenting Services described in the Booking.

b.No waiver: If we or you delay or fail to enforce any of these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.

c.Severability: If any provision of these Terms is unenforceable or invalid, words shall be struck out to the minimum extent necessary to make the provision enforceable and this shall not affect the enforceability of the other provisions of our contract.

d.Law and jurisdiction: This Agreement is governed by the law of the country/state where we are based (as described on our website) and is subject to the exclusive jurisdiction of the courts of that country/state.