Board Director’s Programme – Coaching Terms and Conditions

1.1 In these Conditions, any terms set out in the Board Director’s Programme order on Learningshop.icaew.com shall have the meanings set out there; in addition, the following definitions apply:

In these Conditions, the following rules apply:

2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.2 a reference to a statute or statutory provision includes that statute or provision as amended or replaced from time to time and further includes any subordinate legislation made under that statute or statutory provision;

2.3 use of the term in particular or any similar expression is illustrative only and shall not limit the sense of the preceding words; and

2.4 a reference to writing or written includes e-mail.

3.1 This Agreement starts on the Commencement Date. It creates a contract between the Client and ICAEW. To the extent that any terms may be applicable to the Individual (apart from any payment provisions) then they too are subject to these Conditions.

3.2 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4.1 All amounts payable are as detailed in the Board Director’s Programme order on Learningshop.icaew.com.

4.2 If the Client fails to make any payment due then it shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

5.1 Requests for cancellation of the full programme must be made in writing to ICAEW. Notices will only take effect from the day of receipt by ICAEW. The Client or Individual may cancel at any time but subject to the following cancellation charges:

• More than 12 weeks prior to the Mentoring/Coaching start: no cancellation charge;

• 3-12 weeks before Mentoring/Coaching start: 60% charge;

• Less than 3 weeks before the first day of the Mentoring/Coaching: 100% charge

5.2 Individual sessions with the Mentor/Coach may be postponed but full payment is due if less than 48 hours’ notice is given to the Mentor/Coach before the start time for the relevant session.

5.3 Reasonable endeavours are made by both ICAEW and the Mentor/Coach to hold the sessions at the agreed times but occasionally for business or personal reasons there is a need to postpone:  rescheduling is possible for alternative dates within 1 month of the original date.

5.4 In exceptional circumstances, the identity of the Mentor/Coach may need to change: the individual will be offered alternative mentors/coaches from ICAEW’s pool.

6.1 Once an Individual has purchased  the Board Director’s Programme, the ICAEW Contact will send a welcome email to the Individual directly, including any pre-work and next steps.

7.1 The Individual may request a change of Mentor/Coach at any time and ICAEW will use its best endeavours to satisfy such request.  Cancelations for booked sessions however will be subject to cancellation charges if ‎5.2 above applies.

8.1 Any specific Mentoring/Coaching Materials are generally owned by the Mentor/Coach alone and no rights are given for use outside the programme or for anyone other than the Individual.

9.1 The Client and the Individual both agree not to approach the Mentor/Coach for further training or mentoring/ coaching sessions save through ICAEW.

10.1 The Client, ICAEW and the Individual each undertake to keep in strict confidence (and ICAEW shall procure that the relevant Coach/Mentor also keeps in strict confidence) any confidential information concerning the others’ personal circumstances, career concerns or challenges, business, products or customers as the case may be (‘Confidential Information’) which any of the others namely the Client / ICAEW / Mentor/Coach may obtain or hear during or via the programme..

10.2 Clause ‎10.1 shall not apply to any Confidential Information which:

10.2.1 enters the public domain other than as a result of a breach of Clause ‎10.1;

10.2.2 is lawfully received from a third party which is under no confidentiality obligation in respect of that information; or

10.2.3 is independently developed by the receiving party without use of the disclosing party's Confidential Information; or

10.2.4 is already in the receiving party’s lawful possession prior to its disclosure by the disclosing party.

11.1 ICAEW does not make any representation, guarantee or commitment to the Client or Individual that the Mentoring/Coaching shall result in any career development, change or process expected by the Individual: mentoring/coaching is a dialogue which assists learning and personal development but rarely has any fixed outcomes or deliverables.

11.2 All representations, warranties and/or terms not expressly set out in these Conditions (whether implied by law, conduct or otherwise) shall be excluded to the maximum extent permitted by law.

12.1 Nothing in these Conditions shall exclude or limit either party’s liability for death or personal injury caused by its negligence, fraud or any other liability that cannot be excluded under applicable law.

12.2 Except in respect of death or personal injury caused by ICAEW’s negligence or as expressly provided in these Conditions, the Client acknowledges that neither the ICAEW nor the Mentor/Coach shall be liable to the Client or the Individual by reason of any advice, guidance, recommendations or suggested courses of action discussed or suggested to the Individual.

12.3 Except as expressly provided for in these Conditions and subject always to ‎12.1 and ‎12.2 above, the total liability of ICAEW under or in connection with the Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fee.

13.1 ICAEW shall be at liberty (without prejudice to any other rights it may have) to terminate the Agreement forthwith on giving notice in writing for any of the following reasons:

13.1.1 non-payment by the Client of Fees when due;

13.1.2 a material breach of the Client’s or the Individual’s express or implied obligations under the Agreement and where such breach is remediable the Client fails to remedy that breach within thirty (30) days of being notified by ICAEW in writing of the breach;

13.1.3 if (being an individual) a petition is made for the Client’s bankruptcy or if the Client makes any composition or arrangement with creditors;

13.1.4 where the Client is a company, if any action is taken for or with a view to its winding up, or a petition is presented for an administration, or a winding up order against it or such an order is made, or it becomes insolvent or unable to pay its debts as they fall due, or an administrative receiver or receiver or manager of its undertaking is duly appointed by a creditor or by the court, or possession is taken of any of its property by an encumbrancer and in that event such termination shall not affect any rights which ICAEW may have against the Client in consequence of the breach by the Client.

13.2 On termination of the Agreement the Client shall immediately pay to ICAEW all of ICAEW’s outstanding unpaid invoices and interest (if applicable).

13.3 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

Neither the ICAEW nor any Mentor/Coach shall be liable either to the Client or to the Individual for any delay or failure to perform any obligations if the delay or failure results from events or circumstances outside their reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war or fire, or death, (in the case of the Mentor/Coach) urgent business travel or company demands,  illness or disability.

Each of ICAEW, the Client and the Individual agrees that, in performing their respective obligations under the Agreement and the Mentoring/Coaching being delivered, they shall comply with all applicable Data Protection Legislation to the extent it applies to them.

The Parties shall be Separate Data Controllers of any Personal Data obtained from each Party for the purpose of the Agreement.

Each Party shall process the Personal Data only in accordance with the Data Protection Legislation, and shall not process the Personal Data for any purposes other than those as may be expressly authorised from time to time

Each Party will ensure that the Personal Data is only released to authorised individuals who are trained in data protection and have committed themselves to confidentiality;

Each Party shall ensure that they shall have in place appropriate technical and organisational measures to protect the Personal Data provided against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;

Each Party shall implement appropriate records keeping practices, making such records available to The Parties or a Supervisory Authority on request;

The Personal Data shall not be transferred in any form or by any means to a country outside the European Economic Area.

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provision hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute one party an agent for the other party for any purpose. No party shall have authority to act as agent for, and to bind, the other party in any way.

The Client shall not be entitled to assign its rights or obligations under the Agreement with ICAEW without the prior written consent of ICAEW.

Any waiver by ICAEW of any breach of, or any default under, any provision of the Agreement by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.

The Agreement together with the Booking Form constitutes the entire agreement between the parties. Any descriptive matter or advertising issued by ICAEW, and any descriptions contained on the Website or any brochure, are issued or published for the sole purpose of giving an approximate idea of ICAEW’s Mentoring/Coaching programme. They shall not form part of the Agreement or have any contractual force. The Client and the Individual each acknowledge that they have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of ICAEW which is not set out in the Agreement.

Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of ICAEW.

22.1 Where a notice is required to be given to any party hereto it may be served by leaving it at the registered office or last known address of that party. Otherwise it may be delivered personally, or be sent by first class post, recorded delivery or by courier to the other party and for the attention of that party’s contact in accordance with Condition 22.2.

22.2 Any notice shall be deemed to have been duly received if delivered personally when left at the address or, if sent by pre-paid first-class post or recorded delivery on the second business day after posting, or if delivered by courier on the date and at the time that the courier’s delivery receipt is signed.

The Agreement is governed by the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).