Terms of Business Agreement

1. ABOUT US

1.1 These terms (the Terms and Conditions) apply to all services provided by Maxwell Enki Limited (“Maxwell Enki”), a company registered in England and Wales, Company Registration Number 09476599, whose registered office is at Unit 3, Hillview Business Park, Old Ipswich Road, Claydon, Ipswich, IP6 0AJ to any individual or organisation (” the client”) and constitute the contract for the service to be provided by Maxwell Enki for the client. 

a) Coaching – future focused to enable the client to make changes to their lives/business through increasing awareness of themselves and others. Including various coaching subjects: personal coaching, leadership and executive coaching, transformational coaching, team and group coaching and business coaching. 

b) Mentoring – provide advice and guidance, based on expertise in a specific subject area 

c) Consulting – includes diagnosing and solving problems, advice and guidance, based on expertise in a specific subject area

d) Training – includes all forms of development with predefined objectives and learning pathways. Including open training programmes or bespoke programmes. 

1.2 When we refer to “the client” we mean the person or organisation who is buying from us and/or accessing our Services, including anyone working with an organisation, such as an employee. Where an individual is entering into an agreement on behalf of an organisation, it is on the basis that the organisation also confirms that the individual has the legal right to do so and will be bound by our agreement. 

1.3 We may change our Terms and Conditions, so you should read them before you engage our services. Please email us if you have any queries about our Terms and Conditions of Business, our Services, or anything we sell. 

2 WHAT WE OFFER

2.1 Services 

a) Coaching 

(i) One to one Sessions - where we work directly with you and/or for just your organisation. One to one Sessions may be a one-off session (such as but not limited to Enki Power Hour, Laser coaching or coaching supervision) or a number of sessions tailored to meet your needs or form part of an Agreed Programme (where we agree to work together for a specified number of sessions or an agreed period of time). Unless we agree otherwise, one to one sessions are facilitated via online conferencing platforms (such as Zoom MS Teams) or other similar technology.

(ii) Group sessions – where you join us in a group for example, with other people and/or organisations 

b) Mentoring – where we work with you to provide advice and guidance, based on expertise in a specific subject area (such as but not limited to business and coaching). It is the client’s sole responsibility to decide whether to follow the advise and guidance and Maxwell Enki does not accept any liability for the outcome of any decisions the client chooses to make.

c) Consulting – where we work with you to diagnose and solve problems, provide advice and guidance, based on expertise in a specific subject area

d) Training - including in-person workshops and online live or on demand learning. Online Training includes any videos, podcasts, workbooks, documents, Digital Content and other Content. These may be part of a programme or linked to it. Online Training can be where you work through content at your own pace. Unless we specifically agree, any training won’t include any One-to-one, Group Sessions or other interaction with us. 

e) Facebook Groups - Where our services use Facebook or access to a private (closed) Facebook groups we advise you to check the different types of Facebook groups at www.facebook.com (see https://bit.ly/2edP6VD). By participating in a private Facebook group you agree that 

(i) you will comply with Facebook’s (www.facebook.com) terms and conditions of use and accept their various policies, including their privacy policy

(ii) access to Facebook groups is reliant on Facebook’s availability 

(iii) you understand that your profile is likely to be on our member's list which is publicly available via Facebook and other members in the group and will regularly review and update your settings to protect your own privacy. 

2.2 Working together

a) If you are an organisation entering into an agreement with us you are responsible for anyone whom you ask to liaise, communicate or work with you or us or on your behalf. 

b) We are facilitators (coaches and trainers) and will always work with you to try to help you achieve your objectives, but your health, well-being, commitment, participation, decisions, actions and achievements and what you determine as success are your responsibility. In so far as the law allows, we provide no warranty nor guarantees. As an organisation, you will also remain responsible for the people that you ask us to work with. Ultimately, what you (including if we are working with someone in your organisation) do, or don’t do, is up to you and we can’t guarantee results or success. As applicable, please take any form of medical, legal, professional, specialist or other advice and guidance, including psychological therapy or counselling that you feel is appropriate for you.

c) (i) We rely on information, documents and anything else that you give us. We ask that anything you share with us is complete, accurate and valid. When you share something with us you agree that you give us a non-exclusive, worldwide and royalty-free sub-licensable licence whilst we are working together so that we can access and use your information in any way that is necessary for us to provide our Services to you.

(ii) Where we are working with an organisation this also means that it is your responsibility to ensure that you have the right to give us anything you provide (including access to anything) and that you have obtained the necessary consent from individuals for us to share information (such as progress reports) with you, and that by doing so you are not breaching anybody else’s rights (such as copyright), including any rights applicable to your employees and workers) and/or any applicable law. 

d) Minimum term – Some services, particularly coaching programmes may contain a minimum or fixed term which is the minimum time for which we will provide our Services to you. This will be detailed on the Website or in your proposal. 

e) Unless we have agreed otherwise in writing in advance, all programmes and sessions must be scheduled and completed within the relevant timescales in which they are scheduled to end (the Scheduled Completion Date). For Scheduled Completion Dates please refer to your Proposal. Depending on your circumstances we may consider extensions of up to 2 months to scheduled completion dates. 

2.3 Licence

a) Subject to Third Party rights (for example, Third Parties own the Platforms we use), we own the logo, techniques, information, documents, training and all materials and content, including Digital Content, and any rights (such as copyright and other intellectual property rights in the fullest sense). 

b) Provided always that you’ve paid any agreed payment to us and do not breach any of our rights or those of any Third Party and when using anything we own, including materials and content publicly, you include a reference to our ownership by including the following "Used on Licence from the owners Maxwell Enki Ltd”, then you get a non-exclusive right (licence) to use it for yourself, and if you are an organisation, in your own business, for as long as 

(i) we are providing you with our Services or have otherwise agreed in writing OR 

(ii) as detailed on the website for all Programmes and Training. If we haven’t included this on the Website, then it’s for as long as the content is available (which will always be for at least the duration of a Programme). 

c) For the avoidance of any doubt, once our agreement ends, your licence to use anything we own, irrespective of any previous licence you may have held also ends. 

d) Unless you have our specific written permission you can’t share with any other person or organisation or allow them to access or use all or any part of it, including for any commercial or non-commercial purposes, nor can you copy, modify or publish (such as on social media) in any way. 

2.4 Data Protection and Confidentiality: 

a) Your data is processed in accordance with our Privacy Notice. 

b) We both agree that we will 

(i) comply with the relevant Data Protection legislation in England and, as applicable to any other location as it respectively applies to us and 

(ii) keep information which we share with each other as part of our Services as confidential. This means that we won’t disclose it to any third party (excluding contractors working on the project), unless they hold a Non-Disclosure Agreement (NDA) with us, or we both agree or as required by law or Court Order or, in where we, in our sole discretion, believe that you are at a risk to yourself and/or others. 

(iii) However, please remember that anything which you share in a Group Session is not confidential but please see section 2.4(c) following. 

c) You also specifically confirm agree that you will keep any information (including, but not limited to personal data) that is shared with you during the Group session or Membership (including that of other participant and members) confidential to the Group session or Membership and will not share it without the relevant permission. 

d) Where we are working with an organisation, we will, as required, enter into any reasonable Data Protection Agreement you provide as our commitment to care for your organisation’s Personal Data. 

3 HOW WE WORK

3.1 What’s included 

a) Our services are for those aged 18 and over. What we provide will be detailed in a Proposal or, where you are buying from our website, as described on our Website. It is your responsibility to check what is included and what is extra. If you have any queries email us at email at liz@maxwellenki.com before committing to our services. 

b) Since we routinely hold virtual Sessions (online or by phone), you’ll need a telephone, online conferencing or use a platform (such as Zoom or MS Teams) or similar technology. Where you use our Services, then you also agree to abide by terms and conditions and policies which are relevant to the applicable technology or platform(s) used. Sessions start at agreed times and if you are 10 or more minutes late and haven’t contacted us, we’ll assume you don’t want that Session and treat it as completed in your absence. 

3.2 Access

a) Access to our Services is your responsibility. You must make sure that your access and, where applicable any account or log-in details are secure. 

b) We’ll always try to ensure that you can access our Services but due to the nature of the internet, we’re not responsible if you can’t, nor responsible for any issues or other consequences when you do

c) For in-person services, you are responsible for your attendance, at your own expenses, at the agreed venue. Sessions start at published times and if you are late and haven’t contacted us, we’ll assume you don’t want that Session and treat it as completed in your absence. 

3.3 Using our Services

a) One to one Sessions - Sometimes we’ll provide you with schedules of when Sessions will take place, but you will usually schedule and arrange your own One-to-one Session using the Acuity scheduling service. 

b) Group Sessions – we’ll give you details of the scheduled dates and times of Group Sessions. It is up to you to attend a scheduled Session

c) Online Training – we’ll provide you with the information which you need to access the training and content. If you have any access problems, please email us at liz@maxwellenki.com 

d) In person sessions – We’ll agree on a location for these sessions, before we finalise this we’ll agree any additional terms with you (for example, travelling costs). 

e) In person workshops - we’ll provide you with the venue/location prior to booking. It is your responsibility to arrange your attend the relevant venue. Sometimes, due to reasons outside of our control, the location or date may change. You will be given as much notice as possible. If you have engaged us to deliver our services at a venue of your choice, before we finalise this we’ll agree any additional terms with you (for example, travelling costs). 

3.4 Recording - Sessions, particularly Group Sessions, may be recorded and then made available to others. One-to-one Sessions will only be recorded and shared with your permission. We ask for your permission (consent) before we record any Session you take part in. 

3.5 Rescheduling

a) One-to-one Sessions 

(i) we understand that things happen, and you can rearrange Sessions in any coaching programme by using the reschedule function within acuity (which can be accessed via the original booking email) if within the ‘reschedule’ timeframe of 48 hours. If you need to reschedule after this time you will need to email your coach. 

(ii) We operate a 48-hour notice policy which means that unless we agree otherwise you must tell us at least 48 hours before the time we’ve agreed that the session will take place if you want to cancel that session. 

(iii) If you give us between 0 and 48-hours notice then this will count as a completed session. If you have not yet paid for that session, full fees will be due. 

(iv) In exceptional circumstances, we may need to rearrange a session. In these circumstances, we will use reasonable endeavours to provide a mutually satisfactory alternative appointment with the client

b) Group Sessions – you can’t rearrange a scheduled Group Session, but if you miss a session we may either allow you to participate in a substituted session or make a recording of the Session available but can’t guarantee to do so. Please email liz@maxwellenki.com in advance if you plan to miss a session

c) In-person workshops - you can’t rearrange a scheduled in-person workshop, but if you miss a session, we may allow you to participate in a subsequent session if we are informed within the 48-hour notice timeframe. Please email liz@maxwellenki.com if you find you are unable to attend an in-person workshop.

d) Sometimes we may have to reschedule a group Session/workshop or change the person that is facilitating. We reserve the right to determine suitable replacements for planned sessions. This does not apply to one-to-one services. 

e) If you breach any part of our agreement, 

(i) We reserve the right to suspend, restrict or stop any Services without being liable in any way.

(ii) You agree to keep us fully indemnified at all times. 

4 PAYMENT

4.1 Paying

a) Unless we’ve agreed something else with you in writing, payment is in advance, in GBP, and using the methods detailed on the Website or email proposal/invoice and inclusive of any applicable VAT. 

b) Subject to any consumer rights, deposits are non-refundable.

4.2 Offers - Any offers which we may make available (such as Early bird, coupon codes, exclusive discounts, promotions or free to access resources) are not retrospective, not transferable, can’t be exchanged for cash and are subject to availability and the terms and conditions of that offer. You can only use one offer per order.

4.3 Extras - You will have to pay extra if you ask for any Additional Services (such as support or anything which isn’t included in your proposal). We will agree a price and payment terms with you before giving any additional support. If we decide to meet up with you in person, we’ll agree any additional terms with you (for example, travelling costs) or you will be charged our standard rates. 

4.4 Instalment Payment Option - Sometimes we offer an Instalment Payment Option so you can spread the cost. This is not a credit agreement regulated by the Financial Conduct Authority so

a) You can only have an Instalment Payment Option for a fixed amount of money and to buy specific Services from us and

b) You must pay in 12 or less instalments as defined by the product/service you purchase and

c) We do not charge any interest or charges for instalment payments, other than default charges you incur, such as if your payment is late 

4.5 Payment Problems - If there’s a problem with payment, such paying late, we reserve the right to:-

a) immediately, and without liability, either stop or suspend your access to any Services until we receive full cleared payment. You will not have any rights (to use or access) until we have received full cleared payment for all money outstanding to us. 

b) charge interest at the rate of 8% per annum from the date that your payment is due until we get full cleared payment of the outstanding amount, together with any statutory late payment penalty available. We may also recover reasonable costs including, but not limited to, legal costs and expenses incurred in obtaining payment. 

5 MARKETING

5.1 Marketing - You agree that we can include a reference to us having provided Services to you as we market our business. This will include, but is not limited to, 

a) your feedback (what you say about us and our services) and comments relating to your success, including those made in any Facebook groups, 

b) featuring it on our Website or social media. 

5.2 Use and consent 

a) Where you have supplied us with any written material, image(s), video or sound file or agreed to us taking any recording then you grant us the right to use and publish this as part of any promotion and marketing of our business. This will include, as applicable, us editing, altering, retouching and taking excerpts without us obtaining your further 

b) You can withdraw your consent to this by emailing us at liz@maxwellenki.com 

6 TERMINATING OUR AGREEMENT 

6.1 Unless either of us ends our agreement early as we have agreed in this section (clause 6.2), it will end, as applicable, once our Services or Group Programme is complete and or you have accessed the Online Training, or it is no longer available

6.2 The client may terminate their coaching contract at any time in writing. Any monies owed at the time of cancellation to Maxwell Enki will become due immediately. Refunds on payments made against future sessions will be at the discretion of Maxwell Enki 

6.3 By exception, Maxwell Enki may be unable to provide further coaching or support to the client and terminate the service early. Where necessary Maxwell Enki may suggest it appropriate to signpost the client to other professionals in the event of risk to the client or others.

a) In such a circumstance, the client will be given reasonable notice of termination by Maxwell Enki where practicable and refunded any advance payments made for coaching or other services not yet provided

6.4 Complaints

a) You should write to us by email to liz@maxwellenki.com or post using the postal address in section (clause) 1.1 about any complaints, giving us as much detail as you can and give us up to 30 days without withholding any payment, so that we can work together to resolve it. 

7 GENERALLY 

7.1 LIMITATION OF LIABILITY - In so far as the law allows we will never be liable for any indirect, incidental or consequential loss or damage, including any economic loss or loss of profit or business whatsoever suffered by you or anyone else, however it was caused. If we are found liable in any way then your claim would be limited to damages which will not exceed the amount you paid for, as applicable, the invoice to which your complaint relates

7.2 Assignment - You specifically agree that you cannot transfer, sell or share any rights provided by our Agreement in any way and nobody else can benefit but you without our express written consent 

7.3 Third party rights - Nothing in our Agreement is intended to give any benefit to any third party, including any right to enforce any Agreement with us. 

7.4 Nothing in our Agreement creates a partnership, joint venture or agency relationship between us. 

7.5 Notices - Notices must be sent to the email and/or postal addresses provided in the Order Confirmation unless we write to with a change, or you email us to liz@maxwellenki.com Notices are deemed to be received when sent by :-

a) email - on the Working Day (any Monday to Friday from 9am to 5pm GMT but excluding any public holiday in England) on which they were sent, provided the sender has a valid successful delivery receipt.

b) post - using any tracked service - on the date that the relevant postal service obtains a record of receipt from or on behalf of the addressee

7.6 Force Majeure - Neither of us will be liable for any delay or failure to perform any obligations if the delay or failure results from events or circumstances outside our reasonable control, including, but not limited to, acts of God, accidents, illness, including pandemic, war, fire, strikes, lock outs, communication failure, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we are entitled to a reasonable extension of time to fulfil our obligations.

7.7 Waiver - Nothing in our Agreement and no express or implied giving up of any right waiver) will stop us from enforcing any of our rights in the future.

7.8 Invalidity - Each section (clause) or any part at all of our Agreement is to be regarded as independent of the others. This means that if any clause or any part at all of our Agreement is found to be unenforceable or invalid, it will be treated as being cut out (severed) and will not affect the enforceability or validity of the rest of our Agreement. 

7.9 Governing Law - Our Agreement will be interpreted, construed and enforced in accordance with English law and will be subject to the exclusive power (jurisdiction) of the English Courts.