GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

Walcott Communications Ltd, HERE, 470 Bath Rd, Arno's Vale, Bristol, BS4 3AP United KIngdom

STANDARD TERMS OF BUSINESS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

Contract: the contract between you (Client) and us for the supply of Services in accordance with these Terms.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Services: the services to be provided by Walcott Communications Ltd to the Client, as more particularly described in the relevant Service-Specific Terms or bespoke Statement of Work (SOW)

Supplier: Walcott Communications Ltd

Client: the person, organisation or institution who purchases Services from Walcott Communications Ltd

Terms: the terms and conditions set out in this document.

Writing or written: includes email.

1.2 The headings do not affect the interpretation of these Terms.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

2. Basis of Agreement

2.1 These Terms constitute the entire agreement between Walcott Communications Ltd (the Supplier) and the Client. You, the Client, acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of Walcott Communications that is not set out in these Terms.

2.2 These Terms shall become binding on Walcott Communications Ltd and the Client and a Contract shall be formed between us and the Client upon the earliest of: (a) the Client's acceptance of our Proposal (including by online click-through acceptance); (b) the Client's signature of a Statement of Work (SOW); (c) the Client instructing us in writing (including by email) or orally to commence work in relation to the Proposal or Services; or (d) Walcott Communications Ltd commencing the provision of the Services

2.3 These Terms take precedence over any other terms and conditions (including the Client’s own terms of business) and any course of dealing or industry practice.

3. The Services

3.1: Online Live Training

This section applies to the provision of live, interactive training delivered virtually (e.g., via Zoom or similar online platforms).

3.1.1 All bookings for Online Live Training are subject to the availability of our consultants. Walcott Communications Ltd will confirm consultant availability upon receipt of a booking inquiry or proposal acceptance.

3.1.2 The maximum number of participants for any Online Live Training session will be specified in the relevant Order Form or proposal.

3.1.3 Online Live Training will be delivered via Zoom or another suitable online platform as communicated by Walcott Communications Ltd. The Client is responsible for ensuring that its participants have the necessary technical equipment, internet connectivity, and software to access the training.

3.1.4 Walcott Communications Ltd is not responsible for any technical issues experienced by the Client's participants that are outside of Walcott Communications Ltd's control.

3.1.5 Online Live Training sessions cannot be cancelled by the Client once confirmed.

3.1.6 Either Walcott Communications Ltd or the Client may request to reschedule an Online Live Training session, provided a minimum of 24 hours' written notice is given to the other party.

3.1.7 Rescheduled sessions must be mutually agreed upon and a suitable alternative date identified within a reasonable timeframe, typically within 3 months of the original scheduled date. Failure to agree on a suitable reschedule date within this timeframe may, at Walcott Communications Ltd's discretion, result in the forfeiture of the booking and any fees paid.

3.1.8 Online Live Training sessions may be recorded by Walcott Communications Ltd. Such recordings remain the Intellectual Property of Walcott Communications Ltd.

3.1.9 Should the Client wish to obtain a copy of the recording for internal use, this can be arranged for an additional fee, which will be clearly stipulated in the Order Form or proposal. The Client acknowledges that any such recording provided by Walcott Communications Ltd is for the Client's internal business use only and must not be distributed externally or used for commercial purposes without the express written permission of Walcott Communications Ltd.

3.1.10 Walcott Communications Ltd reserves the right to provide an alternative consultant to deliver the Online Live Training if the originally assigned consultant becomes unavailable due to unforeseen circumstances. Walcott Communications Ltd will use reasonable endeavours to provide a consultant of equivalent experience and qualifications.

3.2: Live In-Person Training

This section applies to the provision of live training delivered physically at a client-provided venue or other agreed location.

3.2.1 All bookings for Live In-Person Training are subject to the availability of our consultants. Walcott Communications Ltd will confirm consultant availability upon receipt of a booking inquiry or proposal acceptance.

3.2.2 The maximum number of participants for any Live In-Person Training session will be specified in the relevant Order Form or proposal.

3.2.3 The Client is responsible for arranging and providing a suitable venue for the Live In-Person Training, ensuring it meets all necessary health, safety, and technical requirements for the delivery of the training.

3.2.3 Walcott Communications Ltd will book and arrange travel and accommodation for its consultant(s) required for the Live In-Person Training. Unless otherwise explicitly stated in the Order Form or proposal, the cost of such travel and accommodation is included in the workshop fee.

3.2.4 Live In-Person Training sessions cannot be cancelled by the Client once confirmed.

3.2.5 Either Walcott Communications Ltd or the Client may request to reschedule a Live In-Person Training session, provided a minimum of 48 hours' written notice is given to the other party.

3.2.6 Rescheduled sessions must be mutually agreed upon and a suitable alternative date identified within a reasonable timeframe, typically within 6 months of the original scheduled date.

3.2.7 In the event of rescheduling by either party, the Client shall be liable for any non-recoverable costs incurred by Walcott Communications Ltd, including but not limited to, cancellation fees for consultant travel and accommodation that fall within the supplier's cancellation policy and could not be rebooked or refunded. Walcott Communications Ltd will provide evidence of such costs.

3.2.8 Walcott Communications Ltd reserves the right to provide an alternative consultant to deliver the Live In-Person Training if the originally assigned consultant becomes unavailable due to unforeseen circumstances. Walcott Communications Ltd will use reasonable endeavours to provide a consultant of equivalent experience and qualifications.

3.2.9 Walcott Communications Ltd shall not be liable for any failure or delay in delivering Live In-Person Training arising from public transport delays, traffic incidents, adverse weather conditions, or other events impacting consultant travel that are outside Walcott Communications Ltd's reasonable control. In such circumstances, Walcott Communications Ltd will work with the Client to reschedule the session at the earliest mutually agreeable time, and clause 3.2.7 regarding non-recoverable costs may apply.

3.3 Self-Paced Online Training (Impact Integrators™)

This section applies to the provision of non-live, on-demand online training courses, specifically under the "Impact Integrators™" product name.

3.3.1 Walcott Communications Ltd shall provide the Client's registered learners with access to the Impact Integrators™ online material, which includes video modules, workbooks, and additional resources.

3.3.2 The duration of access for learners will be 8 weeks from the date of registration or cohort start date, as specified on Walcott Communications Ltd's website or communicated in the Proposal or order form

3.3.3 Access to the course content for individual learners is granted once Walcott Communications provide an Access Link to the client (for Cohort access) or an individual pays upfront

3.3.4 If the Client purchases a specific number of learner seats (e.g., a cohort of 10), it is the Client's sole responsibility to recruit and register the agreed number of learners. Unused seats within a purchased cohort cannot be refunded or carried over unless expressly agreed otherwise in writing.

3.3.5 The Client is responsible for ensuring its learners have the necessary technical equipment, internet connectivity, and software to access the Impact Integrators™ platform. Walcott Communications Ltd is not responsible for technical issues at the learner's end.

3.3.6 The Client and its learners are granted a non-exclusive, non-transferable licence to use the Impact Integrators™ online material solely for the learners' personal development and the Client's internal business purposes during the access period.

3.3.7 The Client undertakes that its learners will not copy, reproduce, film, publicly display, distribute, sell, hire, or otherwise exploit the Impact Integrators™ materials in any form while they have access. This includes, but is not limited to, the video modules, workbooks, and any additional resources. Any breach of this clause may result in immediate termination of access for the offending learner(s) and potentially the entire Client contract, without refund.

3.3.8 Technical and content support for Impact Integrators™ learners is available via email at impactintegrators@walcottcomms.co.uk during Walcott Communications Ltd's standard business hours. Walcott Communications Ltd will endeavour to respond to support queries within 3 business days

3.4 Impact Case Study Reviewing

This section applies to the provision of services involving the review and feedback on Impact Case Studies submitted by the Client.

3.4.1 The specific scope of work for Impact Case Study Reviewing, including the number of review stages, the nature of feedback, and the number of case studies to be reviewed, will be clearly defined and agreed upon in the relevant Order Form or proposal.

3.4.2 Walcott Communications Ltd will perform its review services with due care and skill. If the nature, volume, or complexity of edits or work required for an Impact Case Study significantly exceeds the scope of work previously agreed in the Order Form or proposal, Walcott Communications Ltd will notify the Client. Further work beyond the agreed scope may require an additional payment, to be agreed in writing by both parties before such additional work commences.

3.4.3 Approximate timelines for each review stage, including submission deadlines and feedback delivery dates, will be agreed upfront and specified in the Order Form or proposal. Walcott Communications Ltd will use reasonable endeavours to meet these agreed timelines.

3.4.4 The Client acknowledges that timely provision of materials and feedback by the Client is essential for Walcott Communications Ltd to meet agreed timelines. The Client shall give Walcott Communications Ltd as much notice as possible if any Client-related timelines are likely to shift, as this may impact Walcott Communications Ltd's ability to meet subsequent deadlines.

3.4.5 The Client is solely responsible for ensuring that all Impact Case Studies intended for review are accurately submitted to Walcott Communications Ltd and that no case studies are missing from their provided lists or submissions. Walcott Communications Ltd shall not be liable for delays or issues arising from incomplete or inaccurate submissions from the Client.

3.4.6 Walcott Communications Ltd will endeavour to meet any tight deadlines requested by the Client; however, the ability to meet such deadlines is dependent on consultant availability and existing workload. If Walcott Communications Ltd deems a requested turnaround time to be exceptionally tight and requires prioritisation or additional resources, an additional expedited fee may be charged, to be agreed with the Client in advance.

3.4.7 If an Impact Case Study is withdrawn by the Client part-way through the review process, or if the Client discontinues the service before completion for any reason not attributable to a breach by Walcott Communications Ltd, full payment for the agreed scope of work for that case study or project remains due and payable by the Client, without refund.

3.4.8 Walcott Communications Ltd will ensure that Impact Case Study reviews are conducted by consultants with appropriate experience and expertise relevant to the subject matter. Walcott Communications Ltd reserves the right to assign or reassign consultants as deemed necessary to ensure quality and timely delivery of services.

3.4.9 Walcott Communications Ltd acknowledges that the Impact Case Studies and any related client data or details provided by the Client are confidential. Walcott Communications Ltd undertakes to keep such information strictly confidential and will only use or disclose it for the purpose of performing the review services or as required by law. Walcott Communications Ltd will ensure its consultants and any subcontractors involved in the review process are bound by equivalent confidentiality obligations.

3.5: Special Projects

This section applies to bespoke consulting, research, development, or other project-based services not falling under the scope of Walcott Communications Ltd's standard training or review offerings.

3.5.1 All Special Projects undertaken by Walcott Communications Ltd for the Client will be governed by a separate, bespoke Statement of Work (SOW) or Project Agreement.

3.5.2 Each SOW or Project Agreement will detail the specific scope of work, deliverables, timelines, payment schedules, and any project-specific terms, conditions, or intellectual property arrangements.

3.5.3 These General Terms and Conditions shall be incorporated by reference into, and form an integral part of, every SOW or Project Agreement, unless expressly varied in writing within that specific SOW or Project Agreement. In the event of any conflict or inconsistency between these General Terms and Conditions and a specific SOW or Project Agreement, the terms of the SOW or Project Agreement shall prevail in relation to that specific Special Project.

3.5.4. In the event that a formal SOW or Project Agreement is not separately agreed and signed for a Special Project, the Client acknowledges and agrees that the Special Project will nonetheless be governed by these General Terms and Conditions, and any specific terms relating to the scope of work, deliverables, or payment that are mutually agreed through other written correspondence (including email) shall be deemed incorporated into the Contract for that Special Project.

4. Fees and Payment

4.1 The charges for the Services are as set out in the applicable Order Form, Proposal, or Statement of Work (SOW). Unless otherwise specified, all charges are stated exclusive of Value Added Tax (VAT), which shall be added to the charges at the applicable rate (where necessary).

4.2 The Client must pay each of our invoices in full and in cleared funds by the payment method specified on the invoice. Unless otherwise specified in the relevant Order Form, Proposal, or SOW, invoices for Services will be issued upon completion of the Service or a defined milestone, and payment is due within 30 days of the date of the invoice.

4.3 For Services where the total project value exceeds £10,000, or where the anticipated delivery of the project extends over a period of more than two months, the following payment schedule shall apply unless otherwise expressly agreed in the Order Form, Proposal, or SOW:

(a) 50% of the total project value will be invoiced upfront upon contract formation or commencement of the Services (as specified in the Order Form, Proposal, or SOW).

(b) The remaining 50% of the total project value will be invoiced upon substantial completion of the project or delivery of the final agreed deliverables (as specified in the Order Form, Proposal, or SOW).

4.3.1 For all other Services, unless specific payment milestones or upfront payments are agreed in the Order Form, Proposal, or SOW, Walcott Communications Ltd will issue an invoice upon completion of the Service, and payment will be due in accordance with clause 4.2.

4.4 Without prejudice to any other right or remedy, if the Client fails to pay any invoice by the due date, Walcott Communications Ltd may:

(a) charge interest on the overdue sum from the due date for payment at the annual rate of 4% above the base lending rate

(b) suspend all Services until payment has been made in full.

4.5 Once a Service has been purchased or agreed upon via an Order Form, Proposal, or Statement of Work (SOW), that purchase is final for the specific Service detailed therein.

4.5.1 Unless expressly agreed otherwise in writing by Walcott Communications Ltd, a purchased Service or any part thereof (e.g., a specific training course, an agreed project scope, or a number of participant seats) cannot be swapped, exchanged, or transferred to an alternative product or service offered by Walcott Communications Ltd at a later date, regardless of whether the original Service has been partially or fully delivered.

4.5.2 Any request for changes to the purchased Service must be treated as a new inquiry, and will be subject to a new agreement, pricing, and availability. Refunds or credits will not be issued for previously purchased Services that the Client no longer wishes to receive or wishes to exchange, unless otherwise provided for in these Terms.

5. Confidential information

5.1 Walcott Communications Ltd acknowledges that we will have access to confidential information about the Client’s business and employees in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.

5.2 The Client will keep strictly confidential all information about our business, our suppliers and our customers.

5.3 The restrictions in clauses 5.1 and 5.2 do not apply to:

(a) any use or disclosure required by law;

(b) any disclosure authorised by the party who owns the confidential information; or

(c) any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).

5.4. The obligations under this Clause 5 shall survive termination of the Contract for a period of 3 years

6. Data protection

6.1 Both parties will comply with all applicable requirements of data protection legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under data protection legislation.

6.2 The Client acknowledges that Walcott Communications Ltd may process personal data relating to the Client (and its employees/students) in the course of providing the Services. Details of the types of personal data processed, the purposes of processing, and the legal bases for processing are set out in Walcott Communications Ltd's Privacy Policy, available at Privacy Policy.

6.3 To the extent that Walcott Communications Ltd processes any personal data on the Client's behalf as a 'Processor', the parties shall enter into a separate Data Processing Agreement (DPA) or include specific data processing clauses in the Order Form/SOW, in compliance with Article 28 of the GDPR.

6.4 Walcott Communications Ltd may process or transfer personal data outside the UK or the European Economic Area (EEA) if necessary for the provision of the Services, for example, by using third-party service providers (such as cloud hosting providers, email providers, or online training platform hosts, such as Thinkific) whose servers or operations are located outside these territories.

6.4.1 The Client acknowledges that certain services, particularly those relying on third-party online platforms or tools for delivery (e.g., Active Campaign, Thinkific), may involve data transfers outside the UK or EEA. It is the Client's responsibility to review Walcott Communications Ltd's Privacy Policy relating to this. If the Client has a policy prohibiting data transfers outside the UK or EEA, or to specific jurisdictions, it must notify Walcott Communications Ltd in writing prior to contract formation. In such cases, Walcott Communications Ltd will endeavour to identify suitable alternative solutions where commercially reasonable, but Walcott Communications Ltd reserves the right to decline to provide services or to require alternative arrangements if such a prohibition cannot be reasonably accommodated without undue burden or cost.

7. Intellectual property

7.1 Walcott Communications Ltd is the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.

7.2 The copyright and all other intellectual property rights in all training courses, materials, methodologies, and tools developed or provided by Walcott Communications Ltd as part of the Services (excluding any Client-provided materials) shall remain the sole and exclusive property of Walcott Communications Ltd. The Client is granted a non-exclusive, non-transferable licence to use such materials solely for its internal business purposes in connection with the Services for which they were provided, and in accordance with any specific usage terms detailed in the relevant Proposal or Service-Specific Terms. The Client undertakes that it will not copy, reproduce, disclose, sell, hire, or permit the unauthorised use of such materials by third parties, nor use them for running its own courses or services, unless express written permission of Walcott Communications Ltd is given or as expressly provided for in an Proposal or SOW

7.3. Unless otherwise agreed in a Proposal or SOW, any Intellectual Property Rights in deliverables specifically created for the Client as part of a bespoke project will be owned by Walcott Communications Ltd, but a perpetual, non-exclusive, royalty-free license will be granted to the Client for its internal business use.

8. Termination

8.1 Walcott Communications Ltd may terminate this Contract by giving 1 month's written notice to the Client for any reason, provided that for any Services paid for in advance, Walcott Communications Ltd shall refund to the Client any pro-rata fees for Services not yet provided at the effective date of termination.

8.2 The Client may terminate this Contract if Walcott Communications commits any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.

8.3 Notwithstanding the provisions of clause 2 or clause 8.1, Walcott Communications Ltd may terminate this Contract with immediate effect with no liability to provide any further services to the Client if at any time:

(a) The Client fails to make a payment when due and payable under this Contract;

(b) The Client commits any gross misconduct affecting our business;

(d) The Client commits any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.

(e) The Client ceases, or threaten to cease, to trade.

8.4 Our rights under this clause 8 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.

8.5 Walcott Communications Ltd shall not be obliged to retain documents and information relating to you after termination of this Contract.

9. Obligations on termination

On termination of this Contract the Client shall immediately pay to Walcott Communications any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including Walcott Communications Ltd.’s right to recover from the Client any money owed under these Terms.

10. Status

Walcott Communications Ltd relationship to Client will be that of independent contractor and nothing in these Terms shall make us their employee, worker, agent or partner.

11. Limitation of Liability

11.1 The courses are provided under this Contract at the Client’s request. The Client accepts that they are responsible for verifying that the course is suitable for their requirements. Walcott Communications Ltd will use all reasonable skill and care in the preparation and presentation of its services supplied under Clause 3.

11.2 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by the Client resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in the Client’s or our reasonable contemplation and including any loss or damage suffered by the Client as a result of advice or opinions given by Walcott Communications Ltd or by any of our employees, agents, consultants or subcontractors).

11.3 In the event that Walcott Communications Ltd is found liable to the Client for any loss or damage, this liability shall be limited to the amount of any fees the Client has paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.

11.3.1 For certain bespoke services, a specific limitation of liability may be agreed in the relevant SOW.

11.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

11.5 This clause 11 shall survive termination of the Contract.

12. Force Majeure

12.1 Walcott Communications Ltd shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A 'Force Majeure Event' means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, or default of suppliers or subcontractors."

12.2 If a Force Majeure Event prevents, hinders or delays Walcott Communications Ltd's performance for a continuous period of more than 4 weeks, either party may terminate the Contract immediately by written notice

12. Notices

All notices sent by the Client to us must be sent to Saskia Walcott, Walcott Communications Ltd, HERE, 470 Bath Road, Bristol, BS4 3AP or by email to hello@walcottcomms.co.uk. We may give notice to the Client at either the e-mail or postal address provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

13. Assignment and subcontracting

13.1 Walcott Communications Ltd may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.

13.2 The Client shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.

14. General

14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

14.2 If Walcott Communications Ltd delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.

14.3 Walcott Communications Ltd may vary these Terms from time to time. For existing Contracts, any such variation will become effective 30 days after Walcott Communications Ltd notifies the Client of the variation, and the Client's continued use of the Services after such period shall constitute acceptance of the varied Terms. If the Client does not agree to the varied Terms, the Client may terminate the Contract by giving 7 days written notice to Walcott Communications Ltd, and Walcott Communications Ltd shall refund any pro-rata fees for Services paid in advance and not yet provided

14.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

14.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and both parties agree to the exclusive jurisdiction of the English courts.