Application and entire agreement
- These Terms and Conditions apply to the provision of counselling, supervision, training and any other services (Services) by Counselling Matters Ltd (we or us) to the person buying the services (you). Counselling Matters Ltd. is a private limited company registered in England and Wales and trading as Counselling Matters. Our company number is 08589879, and our registered office is at 26 Waterloo Road, Waterloo, Liverpool, L22 1RF.
- We deem you to have accepted these Terms and Conditions when you book a Service or from the start of any Services (whichever happens earlier). These Terms and Conditions and our Counselling Agreement (the Contract) form the entire agreement between us.
- You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- A “business day” means any day other than a Saturday, Sunday, or public holiday.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural, and vice versa.
- We will use reasonable care and skill in our performance of the Services and may change the Services to comply with any applicable law or safety requirement and will notify you if any such change becomes necessary.
- We will use reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation. However, time shall not be of the essence in performing our obligations.
- All the Terms and Conditions apply to the supply of any goods and Services unless we specify otherwise.
- You must get any permissions, consents, licences, or otherwise that we need, and give us access to all relevant information, materials, properties, and anything else we need to provide the Services.
- We can end the Services if you do not comply with clause 10.
- We are not liable for any delay or failure to provide the Services caused by your failure to meet the provisions of this section (Your obligations).
- We state our fees (Fees) for the Services on our website and in any quotation, and they are on a time and materials basis. We review our rates annually and may increase our fees once a year with a one month notice period.
- Besides the Fees, we can recover from you:
a) reasonable incidental expenses including, but not limited to, travel expenses, hotel costs, subsistence and any associated expenses, and
b) the cost of services provided by third parties and required by us for performing the Services, and
c) the cost of any materials required for the provision of the Services.
- You must pay us for any additional services provided by us that are not specified in the quotation at our then-current, applicable hourly rate in effect at the time of performance or such other rate agreed between us. Clause 14 also applies to these additional services.
- The Fees are exclusive of any applicable VAT and other taxes or levies imposed or charged by any competent authority.
Cancellation and amendment
- We can withdraw, cancel or amend a quotation if you have not accepted it or if the Services have not started, within 14 days from the quotation, (unless we have withdrawn the quotation).
- Either you or we can cancel an order for any reason before your acceptance (or rejection) of the quotation or the commencement of work.
- You must tell us in writing as soon as possible if you want to amend any details of the Services. We will make reasonable endeavours to accommodate any changes you request. We will include any costs incurred in making the changes in our Fees, and invoice you accordingly.
- If circumstances beyond our control cause a change in the Services or how we provide them, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
- Unless otherwise agreed, you must pay any Fees before the Service starts. Where we have agreed on credit terms, we will invoice for payment of Fees either:
a) when we have completed the Services; or
b) once a month where Services are ongoing.
- You must pay the Fees due within 30 days of our invoice, or otherwise under any credit terms agreed between us.
- Time for payment shall be of the essence of the Contract.
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until we receive payment in full.
- You must make all payments due under these Terms and Conditions in full, with no deduction or withholding, except as required by law. Neither of us can assert any credit, set-off, or counterclaim against the other justify withholding payment of any such amount in whole or in part.
- If you do not pay within the period set out above, we can suspend the provision of the Services and cancel any future services ordered by or otherwise arranged with you.
- We will only issue receipts for payment at your request.
- You must make payment in Pounds Stirling unless otherwise agreed in writing between us.
Sub-contracting and assignment
- We can assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any way any, any or all our obligations to any third party.
- Without our prior written consent, you must not assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
- We can end the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) do not pay any amount due under the Contract on the due date for payment; or
c) are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme; or
e) convene any meeting of your creditors; or
f) enter voluntary or compulsory liquidation; or
g) have a receiver, manager, administrator or administrative receiver appointed regarding your assets or undertakings, or any part of them; any documents are filed to nominate an administrator regarding you; or
h) you or any of your directors give notice of intention to appoint an administrator or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986); or
i) a resolution is passed, or petition presented to any court, for your winding-up or for the granting of an administration order regarding you; or
j) or any proceedings are begun relating to your insolvency or possible insolvency.
- We reserve all copyright and intellectual property rights that may exist in any goods we supply in connection with the provision of the Services. We reserve the right to act to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
- Our liability under these Terms and Conditions, in breach of statutory duty, in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
- Our total liability shall be the amount of Fees already paid by You under the Contract.
- We are not liable for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) any loss of profits, expected profits, business, data; reputation or goodwill; or
c) business interruption; or other third-party claims; or
d) any failure to perform any of our obligations if such delay or failure is because of any cause beyond our reasonable control; or
e) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
f) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
- Neither of us is liable for any failure or delay in performing our obligations, where such failure or delay results from any cause beyond the reasonable control of that party. Such causes include, but are not limited to:
a) power failure;
b) Internet Service Provider failure;
c) industrial action;
d) civil unrest;
i) acts of terrorism;
j) acts of war;
k) governmental action;
l) pandemic or other illness.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or another messenger (including registered mail) during the regular business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by ordinary national mail; or
d) on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address, or fax number notified to the other party.
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy, nor stop further exercise of any other right or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions will severed from the rest of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.