£1195 (inclusive of VAT)

SERVICE TERMS & CONDITIONS

Below are the terms and conditions for the provision of services by Serenwood Ltd.

  1. Basis of the agreement The formal agreement between us shall include these Terms and Conditions together with the Terms of Engagement, which will be sent to you via email following purchase ("the Agreement"). We will provide the Services as set out in the Terms of Engagement. Any additional services will be agreed by mutual agreement and, once agreed in writing, will form part of the Services under this Agreement. Our legal relationship is one of independent consultancy services and shall not create a relationship of employer and employee.
  2. Commencement and duration We will provide the Services to you in accordance with any timescales set out in the Terms of Engagement. We will provide the Services for the duration as set in the Terms of Engagement or (if there is no fixed duration) until completion of the relevant Services.
  3. Fees and expenses. All Fees and Expenses (plus VAT where applicable) shall be invoiced and paid as set out in the Terms of Engagement. Without prejudice to any other right or remedy that we may have, if you fail to pay any Fees and Expenses on the due date, we shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above Lloyds Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and we may suspend all Services until payment has been made in full. If this Agreement is terminated, all sums payable to us shall become due immediately, despite any other provision. For any Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt. This clause is without prejudice to any right to claim for interest under the law, or any such right under this Agreement. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  4. Company’s obligations. We will provide the Services with due skill, care and respect in all material respects. We will use our reasonable endeavours to meet any performance dates specified ias may be agreed from time to time, but any such dates shall be estimates only and time for performance shall not be of the essence of this Agreement.. We will appoint suitably qualified consultants to deliver the Services. The Company and its consultants are free to undertake other contracts for services for other parties at any time before, after or concurrently with this Agreement, provided that this does not create a conflict of interest with the Client.
  5. Client’s obligations. You agree to co-operate with us in all matters relating to the Services, in particular providing information in a timely manner and responding to requests for information. You will be open and honest, and engage within the Facebook group and community in a way that is respectful to other participants. You will not do or say anything that may bring the Company into disrepute. If you have any complaints, issues or concerns you will contact us immediately by email [email protected]
  6. intellectual property. You acknowledge and agree that all intellectual property rights arising in connection with any documents, materials, proposals, reports, slides, training documents and workshop materials (“Materials”) which are created or developed by us and our consultants in connection with the Services shall remain the property of the Company or its licensors. All rights, including moral rights, are reserved. Subject to payment of the Fees and Expenses, we hereby grant to you on a non-exclusive, non-transferable licence to use the Materials to such extent as is necessary to make reasonable use of the Materials and the Services. If this Agreement is terminated prior to payment of the Fees and any outstanding Expenses, this licence will automatically terminate. We warrant that, as far as we are aware, none of the intellectual property rights in or to the Materials will infringe any third party intellectual property rights.
  7. Confidentiality. We will provide information to our employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7 and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall disclose to a third party any confidential information relating to the other party’s business, technical or commercial know-how, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the other party, except as permitted by this clause. 
  8. Liabilities. Nothing in this agreement limits or excludes the Company’s liability for:
    1. death or personal injury caused by its negligence;
    2. fraud or fraudulent misrepresentation; or
    3. any liability which cannot be limited or excluded by applicable law.
    Subject to clause 8.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; any indirect or consequential loss.
  9. Subject to clauses 8.1 and 8.2, the Company’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the equivalent of the total Fees paid by the Client under this Agreement. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement. Apart from the warranties given in this Agreement, all other conditions warranties and representations (express or implied), statutory or otherwise, are excluded to the fullest extent allowable by law.
  10. Termination. You are entitled to change your mind and request a refund of any monies paid under this Agreement within the first 14 days after purchase. After that point, all monies are non-refundable. On termination or expiry of this Agreement, the following clauses shall continue in force: clause 3.3 (Fees and Expenses), clause 6 (Intellectual property rights), clause 7 (Confidentiality), clause 8 (Liabilities), clauses 9.3 and 9.4 (Termination), clause 11 (Entire Agreement) and clause 12 (General). Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. If you commit a material breach of this Agreement (such as defaulting on payment of Fees) then we shall be entitled to terminate the Agreement, suspend or limit access to the Programme, and no refunds shall be due to you.  
  11. Force majeure. Neither the Company nor the Client shall be liable for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control including but not limited to Acts of God, Act of Parliament, enemy, fire, flood, explosion or other catastrophe, epidemic, quarantine restrictions or delays due to such cause or causes (an "Event of Force Majeure). Each party agree to notify notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to give details of the circumstances giving rise to the Event of Force Majeure.
  12. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud. 
  13. General. No variation or alteration of this Agreement shall be valid unless approved in writing by an authorised representative of the Company and the Client. This Agreement, and any dispute or claim arising from it, shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales. 

Thank you for reading these terms and conditions. A copy will be sent to you on email for electronic signature.

Note: Serenwood is a legal consultancy providing business services, we are not a law firm. We pride ourselves on jargon free, plain speaking commercial support. We want you to be 100% satisfied with the service we provide and welcome feedback and constructive feedback. Send any questions to [email protected]. You will have 14 days from the date of purchase to change your mind and request a refund, no questions asked. After that time no refunds are available. 

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