TERMS AND CONDITIONS (BUSINESS‑TO‑BUSINESS)
These Terms and Conditions (“Terms”) apply to all proposals, quotations and contracts for services provided by Withinnovation Limited.
1. Definitions and Interpretation
1.1 In these Terms:
- “Company” means Withinnovation Limited (company number [10965646]) and any group company as defined in section 1161 of the Companies Act 2006.
- “Client” means the business entity that accepts a quotation or proposal issued by the Company.
- “Contract” means the agreement formed upon written acceptance of the Company’s quotation or proposal together with these Terms.
- “Services” means the services to be supplied by the Company as described in the relevant proposal or quotation.
- “Participants” means individuals attending or taking part in the Services.
1.2 These Terms apply only to business clients. The Company does not contract on the basis of consumer contracts.
2. Basis of Contract
2.1 All quotations and proposals issued by the Company are invitations to treat and do not constitute binding offers.
2.2 A binding Contract is formed only when: (a) the Client accepts the Company’s quotation or proposal in writing; and
(b) any required deposit is received in cleared funds.
2.3 These Terms apply to the Contract to the exclusion of any terms and conditions supplied by the Client.
3. Supply of Services
3.1 The Company shall use reasonable skill and care in the provision of the Services.
3.2 The Company shall use reasonable endeavours to meet agreed timescales and budgets but time shall not be of the essence unless expressly agreed in writing.
3.3 The Company may make reasonable changes to the Services where required for operational, safety or regulatory reasons.
4. Estimates, Pricing and VAT
4.1 All prices are exclusive of VAT unless expressly stated otherwise.
4.2 Supplier costs and third‑party charges are estimates only and may vary prior to booking or payment.
4.3 The Company reserves the right to revise prices to reflect: (a) changes requested by the Client after acceptance;
(b) increases in supplier, material or service costs; or
(c) changes in participant numbers affecting fixed‑cost elements.
4.4 Any price variations under clause 4.3 shall be notified to the Client as soon as reasonably practicable.
5. Payment Terms
5.1 The Company shall issue a payment schedule upon acceptance of a quotation or proposal.
5.2 Payments due under the payment schedule are strictly payable on the stated due dates, regardless of the Company’s standard credit terms.
5.3 Payment shall be made in cleared funds.
5.4 If payment is not received by the due date, the Company may: (a) suspend performance of the Services; and/or
(b) charge interest on overdue sums at 2% per annum above the base rate of HSBC Holdings plc, calculated daily and compounded quarterly.
5.5 The Client shall pay all reasonable costs incurred by the Company in recovering overdue payments.
6. Cancellations and Changes
6.1 If the Client cancels the Contract, the Client shall be liable to pay cancellation charges reflecting work completed, costs incurred, and supplier cancellation fees.
6.2 The following cancellation charges shall apply unless otherwise agreed in writing:
- 12–24 weeks’ notice: 45% of total Contract price
- 6–12 weeks’ notice: 60% of total Contract price
- 4–6 weeks’ notice: 75% of total Contract price
- Less than 4 weeks’ notice: 100% of total Contract price
6.3 Deposits are non‑refundable once supplier commitments have been made.
6.4 Changes to dates, scope or participant numbers may result in additional charges, including administration costs and loss of margin.
7. Confidentiality and Intellectual Property
7.1 Each party shall keep confidential all information of a confidential nature received from the other party.
7.2 All intellectual property rights in proposals, concepts, designs, materials and documentation produced by the Company shall remain the property of the Company unless otherwise agreed in writing.
7.3 The Client shall not use or disclose such materials for any purpose other than the Contract without the Company’s prior written consent.
8. Participants, Safety and Insurance
8.1 The Client is responsible for ensuring that all Participants: (a) are medically fit to undertake the Services;
(b) follow all instructions provided by the Company’s staff; and
(c) behave in a safe and appropriate manner.
8.2 The Company reserves the right to refuse participation where it reasonably believes a Participant’s condition or conduct poses a risk.
8.3 The Client is responsible for arranging appropriate insurance for itself and Participants unless expressly agreed otherwise in writing.
9. Exchange Rates and Travel Costs
9.1 Exchange rates used for costing purposes will be stated in proposals.
9.2 Final invoicing shall reflect the actual exchange rates at which supplier payments are made.
9.3 Airfares and travel costs are subject to availability and price increases at the time of booking.
10. Force Majeure
10.1 The Company shall not be liable for failure or delay in performing its obligations due to events beyond its reasonable control.
11. Limitation of Liability
11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence.
11.2 Subject to clause 11.1, the Company shall not be liable for: (a) loss of profits;
(b) loss of business;
(c) loss of contracts; or
(d) indirect or consequential loss.
11.3 The Company’s total liability arising out of or in connection with the Contract shall not exceed £100,000 per event or series of connected events.
12. Ethical Business
12.1 The Company is committed to ethical business practices and continual service improvement.
13. Governing Law and Jurisdiction
13.1 These Terms and the Contract shall be governed by English law.
13.2 The courts of England and Wales shall have exclusive jurisdiction.
14. General
14.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.2 No waiver shall be effective unless in writing.