Savage Collective Ltd – Terms and Conditions
These Terms and Conditions apply to the provision of Services by us, Savage Collective Ltd, a company registered in England and Wales under number 16775950, whose registered office address is 21 Moat Reach, Dunstable, United Kingdom, LU6 2FS (referred to as “we/us/our”).
1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Attendee” means any individual attending a session/retreat arranged by you with us;
“Contract” means the legally binding contract formed in accordance with clause 2, which includes these Terms and Conditions;
“Experience” means the tailored experience chosen by the Attendee, as provided by us;
“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, trade marks, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, database rights (including without limitation know-how and trade secrets), methodologies, frameworks, assessment tools, questionnaires, organisational insight models, any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Platform” means the platform provided by us, which will help to determine appropriate Experiences by measuring the wellbeing of an Attendee on an anonymous basis;
“Proposal” means our Proposal, including a price list where applicable, in writing to provide the Services which, unless otherwise stated, remains open for acceptance for a period of 30 days and sets out the entire scope of Services to be provided;
“Services” means the various wellbeing services to be provided by us to you and Attendee(s), where applicable, which may include but is not limited to any Experience;and
“You/Your” means the business or other corporate entity entering into the Contract with us. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business will be our client in the context of the Contract.
1.2. The headings used in these Terms and Conditions are for convenience only and will not affect their interpretation. Any reference to “writing” and “written” will include emails and text messages. Any words in the singular form will include the plural and vice versa.
2. The Contract
2.1. A legally binding Contract will be formed either:
2.1.1. (where applicable) as soon as your registration for the Platform is complete and the initial payment has been made. The Contract will include the acceptance of these Terms and Conditions, which will apply between you and us; or
2.1.2. upon acceptance of our Proposal, in writing, by you.
2.2. Once the Contract is formed, as detailed in clause 2.1, we will send you a link to the Platform, which you will be entitled to share solely with the agreed Attendees. You (and they) may also be required to create an account.
2.3. No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.4. Once formed, the Contract will continue in force on a rolling monthly basis, until it is cancelled under clause 6.
3. The Services
3.1. We provide a wide range of Experiences and will recommend such Experiences as we deem suitable to an Attendee upon successful use of the Platform by them. This may include, but is not limited to, a retreat, online course, group session, or workshop.
3.2. We cannot warrant that any Attendee (or potential attendee) will be satisfied with the Experience, nor that this will affect (whether positively or negatively) their wellbeing, engagement, retention, productivity, or any other performance outcomes (and, in any event, cannot be held responsible for any such outcomes). Any opinion (including any continued opinion following the Experience) held or expressed by an Attendee, whether concerning work or otherwise, is expressly their own and we can accept no responsibility for this.
3.3. It is your responsibility to ensure Attendees make full use of the Experience, as no refunds or price reductions will be provided where this is not the case.
3.4. Please note that no Experience is a substitute for professional health or wellbeing services and should in no way be construed as medical advice, treatment or any type of therapy. We accept no liability for your or any User’s use of the information obtained via an Experience.
3.5. If an Attendee is late, we reserve the right to cancel or shorten an Experience as appropriate. If an Attendee fails to attend an Experience for any reason, no refund or reduction in fees will be given.
3.6. You are responsible for the conduct of your Attendee(s) at all times, and for ensuring that they are able and fit to participate in any Experience. Should the behaviour of an Attendee prove disruptive at any stage during the provision of the Services, at our sole discretion, we will be entitled to request the immediate removal of said Attendee from that and any future service.
3.7. Where the Services and/or any Experience is to be provided virtually, we do not warrant that access will be uninterrupted or error-free; nor that the Services/Experience, and/or that the information obtained through the Services/Experience will meet your or any Attendees requirements.
3.8. Where the Services and/or any Experience are to be provided in person, it shall be your responsibility to provide suitable facilities (and pay all associated expenses) in line with our reasonable instructions. Where we have been requested to provide such, this will be subject to our availability and will be chargeable.
3.9. Where you or an Attendee has requested to reschedule an Experience, we cannot guarantee any such request, but will instead try to accommodate it where possible. If we cannot do this, we reserve the right to treat the Experience as cancelled and charge you accordingly.
3.10. If, due to unforeseen circumstances, we have to reschedule or cancel an Experience, we will contact you as soon as possible to minimise disruption and will endeavour to reschedule to a mutually convenient date as soon as reasonably possible.
4. Price and Payment
4.1. We will agree a payment schedule with you in writing, in advance, including for any Experiences booked. We reserve the right to request payment in advance (whether in part or in full) and will be unable to schedule an Experience until such time as this has been paid in full.
4.2. We reserve the right to review our fees periodically and will provide you with a minimum of 30 days’ notice of any such changes.
4.3. We will reserve the right to charge for all reasonable expenses incurred by us in the provision of the Services, and will notify you of such in writing.
4.4. The time for payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we reserve the right to suspend access to the Platform and/or charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, both before and after judgment. We will also charge for any costs we may incur in attempting to recover any outstanding debt.
5. Intellectual Property Rights
5.1. Once the Contract is formed, we will grant you a limited, non-exclusive, non-transferrable licence to access the Platform and any other Intellectual Property Rights inherent to the Services within the bounds of these Terms and Conditions and the Terms of Use. Such license shall be conditional on us receiving payment from you in full in accordance with these Terms and Conditions.
5.2. The Services and the Platform, together with any and all Intellectual Property Rights of whatever nature which now or in the future exist within them, are and will remain our property (or the property of those whom license the Platform to us, where applicable). This Contract does not constitute a sale of the Platform or any copies of it.
5.3. You must not, or permit any Attendee or third party to:
5.3.1. attempt to copy, modify, duplicate, create derivative works from, reverse compile, disassemble, reverse engineer, frame, mirror, republish, transmit, or distribute all or any part of the Platform in any form or media or by any means;
5.3.2. access all or any part of the Platform in order to build a product or service which competes with the Platform;
5.3.3. vary, delete or obscure any notices of proprietary rights, means of identification or restrictions on or in the Platform;
5.3.4. sub-license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Platform available to any third party except the agreed users of the Platform; or
5.3.5. attempt to obtain, or assist third parties in obtaining, access to the Platform other than as provided under this clause 5.
5.4. You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and all other Intellectual Property Rights and, in the event of any such unauthorised access or use, you must promptly notify us.
5.5. Any access to our Intellectual Property that we may grant to you, whether on the grant of a license or otherwise, is strictly for use by you having obtained written consent from us and under no circumstances may this be used, reproduced, lent, sold, or otherwise circulated without our express written consent.
5.6. We will have no liability for any such claim resulting from any modification of any part of the Platform by any party other than us or an authorised agent of ours.
6. Term and Termination
6.1. Once the Contract is formed, it will continue on a rolling monthly basis until it is terminated by either party under this clause 6.
6.2. With the exception of clause 6.3, either party is required to provide a minimum of 30 days’ written notice to the other party if they wish to terminate the Contract.
6.3. Either party may terminate the Contract immediately by giving written notice to the other where the other party:
6.3.1. commits any material breach of the Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 7 days after receiving a written request from the other party to do so; or
6.3.2. goes into bankruptcy, liquidation or administration either voluntary or compulsory (except for the purposes of bona fide corporate reconstruction or amalgamation), a receiver is appointed in respect of the whole or any part of its assets, or ceases, or threatens to cease, to carry on business.
6.4. The Contract cannot otherwise be cancelled or terminated. No refunds will be provided and access to the Platform will remain available to you until the end of the termination notice period unless otherwise agreed by us in writing.
6.5. Upon termination:
6.5.1. unless otherwise specified by us in writing, your access and licence to use the Platform will cease immediately; and
6.5.2. all payments required under the Contract will become immediately due and payable. In particular, we will reserve the right to recover the cost of any third party expenses incurred by us which are associated with the Services.
6.6. Any and all obligations of the parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of the Contract will survive termination on a pro-rata basis.
7. Liability
7.1. Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
7.2. Except as provided in clause 7.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.
7.3. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
7.4. All warranties or conditions whether express or implied by law are expressly excluded to the maximum extent permitted by law.
7.5. Each Attendee is responsible for determining their ability to take part in any Experience and for seeking professional medical advice where necessary.
7.6. We will provide, to the best of our knowledge, advice, guidance and best practice based on the information provided by you and the Attendee, where applicable. However, we cannot accept responsibility for any actions taken as a result of our advice or recommendations. Further, we cannot be held liable for any consequences should our advice or recommendations not be taken.
7.7. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you in the preceding 12 month period.
8. Confidentiality: The parties agree that they will not use any confidential information provided by the other, except to perform their obligations under the Contract. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.
9. Data Protection
9.1. All personal information that we may process will be collected, used and held in accordance with the provisions of the Data Protection Act 2018, the UK General Data Protection Regulation and any amendments to them.
9.2. You agree that you will also comply with current data protection legislation in force from time to time. In particular, if you are passing or otherwise making any personal data available to us, you warrant that you have obtained the appropriate consents from such Attendee(s) or other individual(s) to do so. We will only use such data to perform our obligations under the Contract.
9.3. For further information, please refer to our Privacy Policy, which is available on request.
10. Force Majeure: Neither party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
11. Other Important Terms
11.1. Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working 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 it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
11.2. We may subcontract or transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (if for example, we sell our business). If this occurs, we will inform you in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
11.3. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
11.4. The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
11.5. Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our Contract. The validity and enforceability of the remaining parts of the Contract would not be affected.
11.6. If any rights under these Terms and Conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.
11.7. We may revise these Terms and Conditions from time to time. If we change these Terms and Conditions as they relate to the Contract between you and us, we will give you advance notice of the changes and provide details of how you may cancel if you are not happy with them.
12. Law and Jurisdiction
12.1. These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
12.2. Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.