Terms and Conditions 

 

  • Interpretation

 

    1. In these terms and conditions:
“Agreement”  means the contract between (i) the Customer (ii) Clean Prose Ltd;
“Charges” means the charges for the Services; 
“Customer” means the person named as Customer;
“DPA” means the Data Protection Act 1998; 
“Expiry Date” means the date for expiry of the Agreement;  
“FOIA” means the Freedom of Information Act 2000;
“Information” has the meaning given under section 84 of the FOIA; 
“Party” means the Supplier or the Customer (as appropriate) and “Parties” shall mean both of them; 
“Personal Data” means personal data (as defined in the DPA) which is processed by Clean Prose or any Staff on behalf of the Customer pursuant to or in connection with this Agreement;
“Purchase Order Number” means the Customer’s unique number relating to the supply of the Services; 
“Request for Information” has the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” shall apply); 
“Services” means the services to be supplied by Clean Prose Ltd to the Customer under the Agreement;  
“Specification” means the specification for the Services (including as to quantity, description and quality); 
“Staff” means all directors, officers, employees, agents, consultants and contractors of Clean Prose Ltd and/or of any sub-contractor of Clean Prose Ltd engaged in the performance of the Clean Prose Ltd’s obligations under the Agreement; 
“Supplier” means the person named as Supplier;
“Term” means the period from the start date of the Agreement to the Expiry Date as such period may be extended or terminated in accordance with the terms and conditions of the Agreement; 
“VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994; and
“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
    1. In these terms and conditions, unless the context otherwise requires:
      1. references to numbered clauses are references to the relevant clause in these terms and conditions;
      2. any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;
      3. the headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement;

 

        1. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
        2. the word ‘including’ shall be understood as meaning ‘including without limitation’.

 

  • Basis of Agreement

 

      1. The Customer purchases Clean Prose Ltd’s Services (such as memberships, passes, and tickets to workshops, events, classes, etc) subject to and in accordance with the terms and conditions of the Agreement.
      2. Clean Prose Ltd’s Services (memberships, passes, workshop/events tickets, etc) shall be deemed to be accepted by the Customer within [3] days of the date of invoice/acceptance letter.

 

  • Supply of Services

 

      1. In consideration of the Customer’s agreement to pay the Charges, Clean Prose Ltd shall supply the Services to the Customer for the Term subject to and in accordance with the terms and conditions of the Agreement. 

 

  • Term

 

      1. The Agreement shall take effect on the date specified in acceptance letter and/or invoice and shall expire on the Expiry Date, unless it is otherwise extended or terminated in accordance with the terms and conditions of the Agreement.  

 

  • Charges, Payment and Recovery of Sums Due

 

      1. The Charges for the Services shall be as set out in the invoice/acceptance letter. 
      2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate.  The Customer shall, following the receipt of a valid VAT invoice, pay to Clean Prose Ltd a sum equal to the VAT chargeable in respect of the Services. 
      3. Clean Prose Ltd shall invoice the Customer as specified in the Agreement.  Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period.  
      4. In consideration of the supply of the Services by Clean Prose Ltd, the Customer shall pay the Supplier the invoiced amounts no later than 3 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number.  
      5. If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as invalid after a reasonable time has passed.
      6. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. Clean Prose Ltd is entitled to terminate the Agreement for a failure to pay undisputed sums. 
      7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Clean Prose Ltd may rescind membership or refuse entry to classes/workshops.  
      8. Clean Prose Ltd will prorate memberships for holidays and closed periods. 

 

  • Premises and equipment

 

      1. If necessary, Clean Prose Ltd will supply the Customer with reasonable access at reasonable times to its premises for the purpose of supplying the Services.  
      2. The Customer shall be responsible for maintaining the security, cleanliness, and orderliness of Clean Prose Ltd’s premises in accordance with its standard security requirements.  While on Clean Prose Ltd’s premises the Customer shall comply with all Clean Prose Ltd’s security requirements and house rules. 
      3. Clean Prose Ltd is insured, and it will not be liable to personal claims beyond the scope of its insurance policies. 
      4. The Customer shall reimburse Clean Prose Ltd for any loss or damage to the equipment (other than deterioration resulting from normal and proper use) caused by the Customer.

 

  • Staff and Key Personnel

 

      1. Clean Prose Ltd shall: 
        1. ensure that all Staff are vetted;
        2. if requested, provide the Customer with Staff references; and
        3. procure that all Staff comply with any rules, regulations and requirements reasonably specified by Clean Prose Ltd.

 

  • Intellectual Property Rights 

 

      1. All intellectual property rights in any personal information or materials provided by the Customer to Clean Prose Ltd for the purposes of this Agreement shall remain the property of the Customer but the Customer hereby grants Clean Prose Ltd non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Agreement for the sole purpose of enabling Clean Prose Ltd to foster its membership community under the Agreement. 

 

  • Freedom of Information 

 

      1. The Cutomer acknowledges that Clean Prose Ltd is subject to the requirements of the FOIA and the Environmental Information Regulations 2004 and shall:
        1. provide all necessary assistance and cooperation as reasonably requested by the Customer to enable the Customer to comply with its obligations under the FOIA and the Environmental Information Regulations 2004;

 

  • Protection of Personal Data and Security of Data

 

      1. Personal information submitted to Clean Prose Ltd along with membership applications and workshop applications may be used on the website of Clean Prose Ltd (cleanprose.co.uk) and in the daily operations of the membership community (announcements, distributed to instructors, etc). Customers concede to having their information (name, profession, etc) used for these purposes. 
      2. Clean Prose Ltd shall, comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Agreement. 
      3. Notwithstanding the general obligation in clause 13.1, where Clean Prose Ltd is processing Personal Data for the Customer as a data processor (as defined by the DPA) the Supplier shall:
        1. ensure that it has in place appropriate technical and organisational measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; 
        2. provide the Customer with such information as the Customer may reasonably request  to satisfy itself that Clean Prose Ltd is complying with its obligations under the DPA;
        3. promptly notify the Customer of:  
            1. any breach of the security requirements of the Customer as referred to in clause 13.3; and
            2. any request for personal data; and
        4. ensure that it does not knowingly or negligently do or omit to do anything which places the Customer in breach of the Customer’s obligations under the DPA. 
      4. When handling Customer data (whether or not Personal Data), the Supplier shall ensure the security of the data is maintained in line with the security requirements of the Customer as notified to the Supplier from time to time. 

 

  • Liability 

 

      1. Clean Prose Ltd shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Agreement. 

 

  • Force Majeure

 

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two months, either Party may terminate the Agreement by written notice to the other Party.

 

  • Termination

 

    1. Clean Prose Ltd may terminate the Agreement at any time by notice in writing to the Customer to take effect on any date falling at least 1 month (or, if the Agreement is less than 3 months in duration, at least 1 Working Day) later than the date of service of the relevant notice. If Clean Prose Ltd cancels the membership/workshop/event agreement, the Customer’s remaining/unapplied balance will be refunded.
    2. Except for agreement termination/cancelation on the part of Clean Prose Ltd, there are no refunds or exchanges for memberships, passes, tickets, or events. Customer requests or feedback may be forwarded to the Director, Sharon A. Fulton for review. 
    3. Upon termination or expiry of the Agreement, the Supplier shall:

return all requested documents, information and data to the Customer as soon as reasonably practicable. 

 

  • Compliance

 

      1. Clean Prose Ltd shall promptly notify the Customer of any health and safety hazards which may arise in connection its obligations under the Agreement.  The Customer shall promptly notify Clean Prose Ltd of any health and safety hazards which may exist or arise at the Clean Prose Ltd’s premises (2 Charlotte Road, London EC2A 3DH) and which may affect Clean Prose Ltd in the performance of its obligations under the Agreement.
      2. Customers shall:
        1. comply with all health and safety measures as well as the house rules at the premises of Clean Prose Ltd.
        2. notify the Director of Clean Prose Ltd immediately in the event of any incident occurring in the performance of its obligations under the Agreement where that incident causes any personal injury or damage to property which could give rise to personal injury.
      3. Clean Prose Ltd shall:
        1. perform its obligations under the Agreement in accordance with all applicable equality Law and diversity policy. Clean Prose is an Equal Opportunity Membership Community. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, sexual orientation, gender identity, disability and protected veterans status or any other characteristic protected by law.
        2. take all reasonable steps to secure the observance of clause 15.3.1 by all Staff.
      4. Clean Prose Ltd shall supply the Services in accordance with environmental policy. 
      5. Clean Prose Ltd shall comply with, and shall ensure that its Staff shall comply with, the provisions of:
        1. the Official Secrets Acts 1911 to 1989; and
        2. section 182 of the Finance Act 1989.

 

  • Dispute Resolution

 

      1. The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.

 

  • General

 

      1. Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement.
      2. The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties. 
      3. The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
      4. The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

 

  • Governing Law and Jurisdiction

 

The validity, construction and performance of the Agreement, and all contractual and non contractual matters arising out of it, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.