“Agreement”: means the contract you have entered into by purchasing the services to which these terms and conditions apply.

“Customer”: person, firm or company to whom Services are provided

 “PACE Development Ltd”: the company with registered office 1 Marquess Way, Middleton, Manchester M24 4JR

“Services”: services to be provided by PACE Development Ltd to the Customer under the Agreement which include coaching, training, courses and consultancy services both on-line and in-person.

“Third Party”: refers to any outside party, contractor or consultant which PACE Development Ltd may choose to deliver the Services.

“Quote”: refers to the price quoted in a proposal document, contract or any other form of formal communication.

2. General

2.1 These terms and conditions should be read and accepted by you prior to your purchase. You accept that by purchasing any of our Services, you agree to be bound by these terms and conditions.

2.2 By placing an order for Services from PACE Development Ltd you warrant that you are legally capable of entering into binding contracts on behalf of the Customer, and acknowledge that where a purchase order is issued for the ordering of such services, these Terms and Conditions will prevail over any terms and conditions contained within any such purchase order.

2.3 PACE Development Ltd reserves the right to modify these T&Cs without prior notice. When changes are made, PACE Development Ltd will notify the changes on the Company's website (www.pacedevelopment.co.uk). If the Customer does not accept any changes, the Customer shall promptly notify PACE Development Ltd of such non-acceptance and in such case, the old T&Cs shall govern for the remaining term of Agreement and the new T&Cs shall apply to any new Agreement.

2.4 PACE Development Ltd shall provide the Services requested, and as described in any PACE Development Ltd written proposal, exercising reasonable skill and care at all times.

2.5 The Agreement shall be governed by English Law. Any dispute under this Agreement shall be submitted to the exclusive jurisdiction of English courts.

2.6 The parties are each independent contractors. Nothing in this Agreement shall give rise to a partnership, joint venture, agency or any such other relationship between the parties. Neither party shall claim to be a legal representative, partner, agent, franchisee or employee of the other party.

2.7 PACE Development Ltd may assign or sub-contract its obligations or rights under this Agreement to a competent third party in whole or in part. The Customer may not assign this Agreement in whole or in part except with PACE Development Ltd’s express written consent.

2.8 By providing personal data relating to your employees or agents to us, you confirm that you are entitled to disclose that data to us under the terms of the Data Protection Act 2018 and related legislation and that we are entitled to process such data for the purposes of providing your contracted Services.

3. Customer Obligations

3.1 Where PACE Development Ltd are required to perform services on Customer premises, the Customer agrees to provide a full and safe working environment for PACE Development Ltd’s staff and contractors including any relevant safety wear and equipment as may be necessary in performing the required services.

3.2 The Customer agrees to ensure that PACE Development Ltd staff and any sub-contractors engaged by PACE Development Ltd are informed of all relevant health & safety requirements of the Customers site at the outset of any services performed.

3.3 The Customer agrees to have in place suitable employer’s liability and public liability insurance at all times that services are performed by PACE Development Ltd on the Customer’s premises.

4. Fees & Payment

Fees

4.1 Any prices quoted to the Customer for the provision of services will be based on prevailing price lists in force at that time. Such price lists are subject to change and amendment at any time.

4.2 All fees are quoted exclusive of VAT, which will be charged at the prevailing rate.

4.3 All fees quoted are for the provision of services only and exclude any travel or subsistence or other expenses which, other than mileage, will be payable by the Customer in accordance with PACE Development Ltd’s internal expenses policy. Such Travel and subsistence will be recharged to the Customer at cost. Mileage will be recharged to the Customer at 45 pence per mile.

4.7 All fees are subject to annual or other such periodic review and amendment in order to take into account the changing nature and variation of wages, materials and other costs in providing the services to the customer. PACE Development Ltd reserves the right to accordingly adjust fees at any time to take account of such increases in cost.

Payment terms

4.1 In full in advance of provision of service.

4.2 The Customer warrants in all instances that where a valid Customer purchase order is required to be quoted on any invoices, the Customer will provide such purchase order details as necessary in order to facilitate payment in good time and for the full value of any service provided.

4.15 PACE Development Ltd is not liable under any circumstances for the failure of the Customer to provide any necessary purchase order information as may be required, and the Customer accordingly acknowledges that all fees are due and payable according to PACE Development Ltd’s terms and conditions in the instances where a valid purchase order has failed to be provided.

5. Cancellation & Termination

5.1 When the Customer cancels any coaching, training or consultancy service the following cancellation terms apply.

30 days before start date: 100% refund

20-29 days before start date: 70% refund

 10-19 days before start date: 50% refund

0-9 days before start date: 0% refund

All cancellations, transfers, deferrals or postponements must be received in writing by PACE Development Ltd.

5.2 PACE Development Ltd reserves the right to cancel, defer or postpone any coaching, training or consultancy services at any time at its discretion with no liability to the Customer. In such circumstances PACE Development Ltd will offer the Customer an alternative date. PACE Development Ltd will not be liable for any expenses incurred by the Customer. PACE Development Ltd will not compensate the Customer for any time spent travelling or being away from the office as a result of such cancellation.

5.3Where PACE Development Ltd cancels a coaching, training or consultancy service and is unable to offer an alternative date to the Customer, then the Customer will be refunded in full any fees paid. For the avoidance of doubt PACE Development Ltd is under no obligation to provide a refund where an alternative date is offered but is refused by the Customer.

5.4The Customer may substitute coaching and training course attendees as required as long as PACE Development Ltd is informed in writing with no less than 10 days’ notice. In such instances it is the Customer’s responsibility to ensure that the attendee has any pre requisite knowledge and/or undertaken any required pre-work in order to attend the coaching or training service. PACE Development Ltd reserve the right to charge an administration fee of £50 for each substituted attendee.

Termination of Agreement

5.5 This Agreement will continue to apply to all coaching, training and consultancy arrangements provided to the Customer until such time that terms and conditions are changed .

5.6 PACE Development Ltd may at its discretion terminate or suspend this Agreement upon 10 days’ notice to the Customer if:

a) the Customer ceases to trade or otherwise terminates business operations;

b) becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or any proceeding is instituted against the Customer;

c) fails to make payment in accordance with the terms and conditions of this Agreement

5.7 PACE Development Ltd may at its discretion immediately terminate or suspend this Agreement if the Customer commits a material breach, or a series of breaches the combination of which constitutes a material breach and the Customer fails to remedy such breach(es) with 10 days after receipt of notice giving details of breach(es) and requiring them to be remedied.

6. Staff & Contractors

6.1 PACE Development Ltd shall be entitled to subcontract, delegate or assign the provision of any services or any of their rights or duties under these terms. PACE Development Ltd shall have discretion as to which of their employees or self-employed agents, contractors or third parties (“Third Party”) are assigned to perform the services.

6.2 The Customer agrees to pay PACE Development Ltd’s introduction fee as set out in clause 6.3 in the event that the Customer, any subsidiary, group or associated company or any person connected with the Customer (directly or indirectly) recruit as an employee or engage as self-employed contractor any employee or Third Party of PACE Development Ltd if that employee or Third Party was involved in the provision of services to the Customer by PACE Development Ltd in the 12 month period prior to their engagement by the Customer.

6.3 In the event that the Customer engages an employee or Third Party of PACE Development Ltd as set out in clause 6.2, the Customer agrees to pay an introduction fee (which shall be immediately due and payable) equal to 50% of the annual remuneration (including pay and benefits) payable by the Customer to the relevant individual in the year following the commencement of that individual’s employment.

7. Intellectual Property & Confidentiality

7.1 All intellectual property rights of any nature (including copyright) created or provided by PACE Development Ltd or its employees or Third Parties shall be and remain the property of PACE Development Ltd and any such materials shall be licensed to the Customer for internal use only.

7.2 The Customer undertakes to keep all Publications materials created by PACE Development Ltd confidential and not to copy, publish or distribute any such information, materials or documents to any third party without PACE Development Ltd’s prior written consent (save where such information is in the public domain or the Customer is required to disclose such information by law).

7.3 Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees or subcontractors who need to know such information or where the other party has consented to such disclosure.

8. Force Majeure

8.1 PACE Development Ltd shall be entitled to delay or cancel delivery of any services or to reduce the amount of services delivered if it is prevented from or hindered or delayed in the provision of services through any circumstances beyond its reasonable control including strike, lock-out, accident, war, pandemic, government action, national emergency, act of terrorism, protest, riot, civil commotion, explosion, flood, epidemic, fire.

9. Liability & Insurance

9.1 PACE Development Ltd’s aggregate liability including the liability of their partners, agents, subcontractors and employees in respect of any services provided to the Customer by PACE Development Ltd in connection with your service contract will be limited to the total fees payable by the Customer for the service.

9.2 PACE Development Ltd shall not be liable to the Customer in respect of any event of default for loss of profits, goodwill or any type of indirect or consequential loss, including the acts or omissions of the Customer, even if PACE Development Ltd had been advised of the possibility of the Customer incurring the same.

9.3 PACE Development Ltd’s coaching and training programmes should be in no way be construed as psychological counselling or any type of therapy. Coaching results are not guaranteed. The Customer enters into these programmes with a full understanding that they are responsible for creating their own results. PACE Development Ltd and its employees or agents are not responsible for any physical or non-physical damage imagined, perceived or otherwise sustained as a result of the use of it’s coaching and traininig services or any of the content contained in or provided. The Customer understands to use the content in the services at their own risk. PACE Development’s coaching and training programmes are not considered to be a form of or replacement for medical attention. If the Customer is experiencing a severe physical, mental or emotional crisis, they should contact their GP or medical provider or call 999 for emergency response.

9.4 Nothing in these terms will limit or exclude PACE Development Ltd’s liability for death or personal injury arising as a result of PACE Development Ltd’s negligence.

9.5 The Customer shall to the fullest extent permitted in law, indemnify and hold harmless PACE Development Ltd and its Third Parties from and against any and all claims, damages, losses or expense, arising out of or resulting from any injury or damage sustained on the Customer’s premises or for which the Customer is responsible.