1. These terms and conditions are between Beanstalk HR Ltd (Beanstalk HR or the Supplier) and The Client. All dealings between Beanstalk HR and The Client will be governed by these terms and conditions which will supersede all previous agreements and any other terms supplied by The Client.
2. Definition of Services
2.1. Open Courses means the provision of training courses and workshops, which are available to any client and will be delivered at the location advertised by Beanstalk HR.
2.2. In House Courses means the provision of training courses and workshops to a specific client, delivered at their premises or chosen venue.
2.3. Consultancy means the provision of specialist HR consultancy/advice.
2.4. Organisational Development Programmes means the provision of longer term pieces of work where Beanstalk HR will work with The Client to understand the needs of the business and will deliver appropriate programme proposals based on this.
An initial proposal is exactly that, our first suggestions and recommendations, and we will work with The Client to make any amends to the proposal until we reach an agreement on the programme to deliver.
Once an agreement is reached in principle, Beanstalk HR will enter into a contract with the client by means of supplying a Heads of Term Agreement.
3. Formation of a Contract
3.1. For Consultancy Services and Organisational Development Programmes, the particulars of the service will be contained within a written proposal sent by Beanstalk HR to The Client. A binding contract will be formed when Beanstalk HR accepts (in writing) a client’s written order for the services described in the written proposal.
3.2. Payment for retained services and memberships will be invoiced in advance for the following month no later than the last day of each month that this agreement is in force.
3.3. For ad-hoc consultancy services and memberships payment terms will be agreed within the Heads of Term contract.
3.4. For In-House courses, the particulars of the service will be contained within a written proposal sent by Beanstalk HR to The Client. A binding contract will be formed when Beanstalk HR accepts (in writing) a client’s written order for the services described in the written proposal.
3.5. For Open courses, the particulars of the course will be as advertised by Beanstalk HR. A binding contract will be formed when Beanstalk HR accepts (in writing) a written booking request along with full payment.
3.6. For Organisational Development Programmes payment terms will be agreed within the Heads of Term contract. For programmes running for up to 6 months or less, 50% of the total programme cost will be invoiced upon receipt of the signed Heads of Term agreement. The remaining balance will be invoiced prior to the start of the delivery of the programme unless a prior agreement is reached and included in the Heads of Term Agreement.
3.7. For programmes running for 6 months and longer, we will agree a payment schedule in the Heads of Term agreement. We will agree a first invoice payment which becomes non-refundable once paid, and will require that each element of the programme is invoiced and paid ahead of delivery.
4. Any additional work or variations to the proposal will only be undertaken upon acceptance in writing by Beanstalk HR of a separate written agreement.
5. Charges for consultancy services will be hourly or per project. Charges will be described in the written proposal. Invoices for ongoing consultancy services will be provided monthly and must be settled within 30 days of the invoice date.
6. Late Payments will be charged at a rate of 8% plus the Bank of England base rate or each day that the payment is late.
7. Cancellation and Refunds for training courses
7.1. In respect of open training courses, a full refund for the booking will be given if notice of cancellation is received by Beanstalk HR at least 28 days prior to the start date of the course. A 50% refund will be given of cancellations received between 15 and 27 days’ notice of the start date of the course. If The Client cancels the course with 14 days’ notice or less of the start date of the course, they will be liable to pay 100% of the cost of their booking.
7.2. We cannot give refunds for delegates who fail to attend training courses for whatever reason
7.3. Beanstalk HR reserve the right to cancel and/or amend dates, times, contents and venues for training courses and client visits. Every effort will be made to give The Client as much notice as possible and offer a reasonable alternative. If these alternative arrangements are not satisfactory, in the event that payment has already been made, Beanstalk HR shall refund the cost of the service. No further compensation will be given.
8. The Client and Beanstalk HR shall each have the right to terminate a consultancy services or membership contract by giving not less than the contractually agreed notice. Any pre-agreed monthly payments where a minimum number of months has been agreed will be invoiced at The Client’s agreed retained rate.
9. Cancellation and Refunds for Organisational Development Programmes and In House Courses.
9.1. Should you need to cancel the delivery of all or part of your programme, Beanstalk HR requires notice in writing.
9.2. 50% of the cost of the programme becomes non-refundable when paid as a first invoice. Where Beanstalk HR has agreed a first invoice amount less than 50% of the cost of the programme, this amount becomes non-refundable upon payment. 75% of the cost of the programme, becomes non-refundable within 28 days of the start of the programme. 100% of the cost of the programme or an element of it becomes non-refundable within 14 days of the start of the programme. Cancelation charges will include any non-refundable travel and accommodation costs that have been pre-booked.
9.3. Should you need to postpone the delivery of all or part of your programme, Beanstalk HR requires notice in writing. If you notify us of a postponement before one week of delivery, Beanstalk HR will not apply charges other than any non-refundable travel and accommodation costs that have been pre-booked. We will work with you to agree revised dates for the delivery of your programme but will not guarantee that your choice of dates will be available.
9.4. Should you need to postpone the delivery of all or part of your programme and notify us within one week of the delivery of an element of the programme, Beanstalk HR will pass on charges not limited to but including the charges for our time to prepare and deliver that element as well as any costs we have incurred such as non-refundable travel and accommodation costs.
10. Beanstalk HR shall not be liable to The Client or be deemed to be in breach of the contract by reason in any delay in performing, interruption in performing or any failure to perform any of Beanstalk HR’s obligations under the contract if the delay of failure is due to cause beyond Beanstalk HR’s reasonable control.
11. Beanstalk HR reserve the right to take whatever time is necessary to carry out research to ensure that the services provided are compliant with current legislation. Any indication therefore of a delivery date is only an approximation.
12. Beanstalk HR’s entire liability in connection with all or any claims in contract, tort, statute or otherwise arising under the contract shall not exceed the amount of the charges for provision of services.
13. The Client shall indemnify Beanstalk HR for any losses incurred as a result of providing inaccurate information to Beanstalk HR, mistakes contained within The Client’s order, changes to the contract requested by The Client, the cancellation of the contract (other than stated in paragraphs 8, 9 and 10) by The Client or breach of contract by The Client.
14. The Client shall not be entitled by reason of any set-off, counterclaim, abatement or analogous deduction to withhold payment of any amount due to Beanstalk HR unless otherwise agreed in writing by Beanstalk HR.
15. Beanstalk HR will take all information provided by The Client in good faith and as accurate and complete. Beanstalk HR cannot be held accountable for any omissions or mistakes in services provided to The Client by Beanstalk HR that result from incomplete or inaccurate information given to Beanstalk HR by The Client or information withheld by The Client.
16. If The client becomes bankrupt or enters liquidation, administration or administrative receivership or has a receiver of any of its assets appointed (or ceases or threatens to receive carrying on business) Beanstalk HR shall be entitled to terminate any outstanding contract(s) and/or suspend further services without liability to The Client and any sums outstanding shall be immediately due.
17. Use of materials:
17.1 The Client is not permitted to commercially disseminate the Materials provided by the Supplier, save for where allowed within this Contract. The Client (and its Learners in the case of training materials) is granted a non-exclusive limited licence to use the Materials as follows:
For all personal purposes exclusively within the Client’s organisation;
17.2 The Client is granted a non-exclusive limited licence to use the Materials for the purposes of the Contract, however the non-exclusive licence expressly prevents the Client from:
Licence provided pursuant to this Contract is personal to the Client and may not be assigned, sub-licensed or otherwise transferred without our prior written permission from the Supplier.
17.3 The Client accepts that where a breach of the non-exclusive licence provided occurs, to claim damages alone would be insufficient and the Client therefore agrees that in the event the licence terms are breached Supplier is entitled to pursue additional legal remedies in addition to bringing a claim for damages including but not limited to obtaining an injunction to prevent the dissemination of the Materials.
17.4 The Supplier and/or any of their employees, servants, agents, and sub-contractors shall not be liable to the Client or any other third party for any losses or damages whatsoever or howsoever arising in connection with the Client’s or any third party's use of the Materials.
18 Data Protection and Data Processing
18.1 The Client and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Client is the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.
18.2 The Supplier shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.
18.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
18.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.
18.5 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
18.6 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 18.
18.7 The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Client’s instructions.
19. These terms and conditions may be amended at any time.
20. These terms and conditions shall be governed and construed in accordance with English law.
