Terms and Conditions

Last updated: 10 October 2024

CAROLINE BERGVALL COACHING (“CBC”)

TERMS & CONDITIONS OF BUSINESS

1. Introduction

CBC is an online business providing online courses, events, individual and group art practice mentoring sessions to creative clients and audiences. It also provides paid-for downloadable digital products. In providing these services it draws on the experience of its principal, Caroline Bergvall, as a creative writer, teacher, and entrepreneur, with extensive experience of teaching, organising, and curating, as well as a more recent and ongoing activities in mentoring. In certain cases, online courses and events are run in tandem with parallel activities available within teaching institutions and arts organisations.

The scope of services involves creating and hosting workshops and events, mentoring, and other forms of support of creative pursuits and endeavour, and does not encompass any services customarily offered by, for example, therapists, medical, healing, or other physical or mental health professionals. This also applies to the “tutorials” that accompany some of the courses. These terms and conditions together with any specific booking confirmation and accompanying terms (“this Agreement”) cover the services and work undertaken by CBC and reference should also be made to CBC’s published policies, including in respect of privacy and data control and processing (in relation to which CBC complies with the UK General Data Protection Regulation (“GDPR”) and the Data Protection Act 2018, and equivalent regulations in the EU and other territories in so far as relevant.

2. Application of this Agreement

This Agreement will apply to all work carried out by CBC as a provider of services except to the extent otherwise agreed by CBC in writing. Creative document reviewing and editing, rehearsal services and brokering of other work on behalf of any party will be subject to additional separate specific terms and conditions to be negotiated and agreed on a case-by-case basis. Any party engaging CBC whether remunerated or for nominal consideration is “the Client” (including the Client’s paying institutions where applicable). If CBC is not engaged in accordance with this Agreement, it shall not be party to any contract and shall incur no liability. In the event that any of the terms of this Agreement are determined to be unenforceable, the remaining terms shall continue to have full force and effect. No previous statement representation information comment remark and in each case whether emanating from CBC or any other possible source of reliance by the Client shall be of any effect or consequence unless expressly provided for and allowed by this Agreement.

This Agreement is subject to the prevailing published policies of CBC from time to time in relation to controlling and processing of data and in making any booking and/or placing any order the Client is deemed to provide necessary consents for lawful use of data in the fulfilment of the booking / order and for the purposes of this Agreement. The Client may in the Client’s sole discretion opt out of general marketing communications but shall be required to remain opted-in to communications essential to the performance of CBC services and record keeping required by law. In relation to security, including data security, CBC maintains, in accordance with its prevailing security policy, appropriate measures and systems, proportionate to its risk assessments from time to time and appropriate resources.

3. Fees and Costs

CBC’s normal practice is to submit preliminary guidance as to the fees, costs, and expenses (“fees”) involved in any workshop, course, webinar, live event and mentoring session or specific project and to indicate whether the fees and costs involved are:

-           quoted in full or as part of a payment plan in which case the fees will be fixed irrespective of time spent and must be paid on the basis agreed.

-           quoted subject to voucher discount which will allow for a fixed reduction of the fee, as provided for in the specific guidance, and must be paid out in full prior to the courses/events start.

-           quoted as a pre-paid cost of a downloadable digital product and paid in full prior to the download taking place.

For both individual and group arts practice mentoring, the default charging structure time is to charge for packages of 5 hourly sessions at its set rate, to be paid in full prior to the sessions start.

Additional estimated payment costs by third parties, such as “Paypal”, “Stripe”, shall be covered in full by the Client at the point of payment. These will be confirmed where applicable and by invoice in the case of art practice mentoring.

All sums are exclusive of VAT, if applicable, at the prevailing rate.

4. Invoicing and Payment / Credit

Fees of CBC are invoiced and payable at the time of any booking unless otherwise agreed with the Client in which case the agreed alternative payment date shall apply. The courses, workshops and webinar events are ticketed and payable on purchasing of a relevant ticket and according to the price structure / payment plan. Digital products are purchased at the prevailing published cost. Purchase receipts are provided in all cases. It is the Client’s responsibility to ensure proper administration of its purchasing procedures and the absence of any process or element in these shall not negate the requirement to pay CBC invoices and cannot extend the time for payment.

CBC reserves the right not to start or continue work on a project or admit a Client into any CBC activity where the Client is in default of invoice payment or this Agreement. All payments shall be in pounds sterling and made by means of credit transfer direct to the bank account advised at time of booking and the cost of transmission and/or currency conversion shall be at the sole expense of the Client. Where fees and costs have been agreed in any currency other than sterling, payments shall be calculated by taking the closing spot rate in London for buying sterling quoted by RBS on the second working day preceding the date of actual payment.

5. Exceptional Costs

In the event that a Project requires material or services to be provided by third parties under the supervision of CBC as part of its services or other exceptional or unanticipated additional costs, then CBC may require payment in full by the Client of such costs in advance of the material or service being commissioned.

6. Confidentiality

The Agreement shall be subject to any reasonable requirements of the client in respect of confidentiality where this is clearly specified in advance, and in the case of tutorials CBC agrees not to disclose any information pertaining to the Client without the Client’s written consent.

All subject matter of communications limited to the Client and CBC and other agents or representatives of the Client shall be confidential and privileged.

Any information acquired by any party to the Agreement or necessarily associated with it regarding any aspect of the CBC services shall be treated as confidential and shall not be disclosed to any other party without the prior written authority of the party owning, controlling or otherwise exclusively and privately entitled to the information save where that disclosure is obviously a necessary requirement of any project subject to this Agreement.

CBC will not disclose the Client’s name as a reference without the Client’s consent.

Confidential information does not include information that: (a) was in the receiver’s  possession, prior to its being furnished by the discloser; (b) is generally known to the public or within the relevant industry; (c) is obtained from a third party without breach of any obligations as between the parties; (d) is independently developed or arises without use of or reference to the confidential information; or (e) that is required by law or due legal process to be disclosed. The Client is solely responsible for considering, managing, and implementing her/his/their own physical, mental, and emotional well-being, decisions, choices, actions, and results. As such, the Client agrees that CBC is not and will not be liable for any aspects of or consequences from such matters.

CBC maintains high standards of security in its work and in the information of its clients and contacts and may request co-operation in maximising safeguards including in relation to encryption (including so-called end-to-end or E2EE encryption).

A Client may be requested by CBC from time to time to provide feedback or other commentary on the experiences of the Client and content in the range of products and services offered by CBC. These contributions are voluntary and subject to strict confidentiality and anonymity in terms of use by CBC, unless the Client specifically agrees otherwise.

7. Intellectual Property Rights

Subject to the pre-existing rights of the Client in its own intellectual property CBC is the absolute legal and beneficial owner of the entire copyright and all other right title and interest of whatsoever nature throughout the world in all work produced by CBC and the product of its services and those of its staff, agents, servants and representatives including without limitation all in drafts, models, word-processed documents, spreadsheets, presentations, graphics components in all media, computer generated material, reports, artwork, audio and video materials and presentation visuals both on its site and through its social media channels and any reproductions in whole or in part (“IPR”). No license to the client of any IPR other than implicit in material published or utilized in the performance of the Arts Lab course work shall be effective until confirmed expressly by CBC in writing and in its absolute discretion. CBC may, subject to these requirements make limited assignments appropriate to the needs and requirements of the Client where the courses and events are requested to do so but permission may never be assumed or implied.

All courses, workshops and events originated by CBC and the other products of its creative endeavours and services remain at all time the exclusive property of CBC which reserves all rights. Any use of any of such materials by any other party shall remain strictly subject to CBC’s prior written approval in its sole discretion and conditional upon credit to CBC as it specifies.

CBC may at all times refer to examples of its work for bona fide marketing and portfolio purposes other than where any suitable restriction has been agreed with the Client in accordance with the Client’s reasonable request and always having regard to the confidential aspects present in any transaction with a Client.

Work created and/or commissioned by CBC from third parties including without limitation software code, photography, video, animation, illustration, schematics and models remains the property and copyright of the originator and unless otherwise agreed with the originator may be used only for the purpose commissioned, and in the territories stipulated. All drafts, proposals, reports, working processes, presentations, designs and supporting materials produced by CBC shall be included in IPR and if disclosed shall be treated in confidence and may not be disclosed to any third party without prior written consent. For the purposes of illustration only and without being limited, IPR may include, for example:

• Draft communications;

• Draft standard or template documents;

• Design and build of websites, social networking and other marketing services or tools;

• Spreadsheet models, with or without specific data.

8. Credits and Licensed Rights

CBC is entitled to and asserts its moral right in exclusive authorship of all work created by CBC and may use any such work for the purposes of CBC’s own bona fide publicity and marketing and social media subject to this Agreement including as to confidentiality.

The Client will be a licensee of CBC in respect of the IPR for all bona fide commercial purposes of the Client consistent with a project but not otherwise. In the event that IPR in any of our work is assigned to the Client any assignment shall be subject to and conditional upon CBC’s free and irrevocable worldwide license to use and reproduce the relevant IPR in accordance with but subject to the terms of this Agreement. These provisions are always subject to the rights of any Client rights under the GDPR, where applicable.

9. Limitation of Liability

Other than in the case of personal injury and death and to the full extent permitted by law under no circumstances will CBC be liable to the Client for any losses or damage including loss of profit or of contracts or for any consequential or economic loss or damage and in any event CBC’s liability shall never be greater than the invoiced fees and costs charges actually paid to it (exclusive of expenses, other costs, and any Exceptional Costs) in respect of the relevant course, event or product. CBC will not have any liability for any delay or for the consequences of any delay in performance of any of its obligations to the Client if such delay results from Force Majeure (events outside its control, including, without limitation, war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, and acts of state or governmental or other regulatory action (including in respect of pandemic) prohibiting or impeding any party from performing its respective obligations) or is otherwise due to a cause or circumstances beyond CBC reasonable or effective control.

10. Client’s Warranties and Indemnity

The Client warrants that material supplied to CBC for use in or in the course of any of its events/courses/products will not breach the copyright, design, right, trademark,

patent other intellectual property or any other rights of any third party and the Client agrees to indemnify CBC against any and all damage harm loss of reputation and goodwill costs claims and expenses (including legal and professional costs on an indemnity basis) incurred by or caused to CBC as a result of any claim by any party alleging any abuse or infringement of such rights.

11. Termination

Other than where arrangements as between CBC and the Client involve specified periods or activities to other effect this Agreement may be terminated on reasonable notice of not less than 14 days by immediately by the complaining party if one party commits a breach of this Agreement and fails to remedy the breach within 14 days of receipt of written notice from the complaining party specifying the breach and requiring its remedy unless the breach is incapable of remedy when immediate notice may be given without the requirement of cure.

On termination or other material delay in or postponement by the Client of any project or upon default by the Client CBC shall be entitled to payment of all accrued fees and Exceptional Costs in accordance with this Agreement and no rights in IPR or in the product of  CBC’s services shall pass to or vest in the Client.

Refunds shall always be in the discretion of CBC according to the relevant circumstances pertaining. In the case of cancellation by the Client for whatever reason, no refund shall be given where the cancellation arises within 14 days of the scheduled commencement of the relevant CBC activity or event, and in any other circumstances the prevailing administration cancellation fee shall apply.

12. Notice

A written communication as between the parties shall be sufficient notice. Notice will be deemed given at the time specified in any authentic verification of delivery as provided by the relevant service provider or as otherwise acknowledged by the recipient.

13. Law and Jurisdiction

This Agreement, and any and all matters arising from or in connection with it, shall be exclusively governed by subject to and construed in accordance with the laws of England the courts of which shall have sole and exclusive jurisdiction. No party to this Agreement shall seek recourse to the law or any formal process including action through legal or professional representatives without first engaging in bona fide attempts at dispute resolution under the auspices and guidance of a recognized arts-oriented mediation body which the parties to this Agreement undertake each to the other to do promptly, in good faith and to constructive purpose and effect.