Terms of Business

1. Definitions and construction

1.1  In the Terms the following definitions apply:

Business; means Changetoolbox Ltd, whose registered office is 122 Fore Street, Saltash, Cornwall, PL12 6JW (registration number 11110515), and where referred to, shall mean any contractor of the Business.

Charges; means the charges payable by the Client for the Services as shown on the Business’ website at the time of the Client’s Order.

Client; means the person/entity contracting the Business for the Services.

Client Default: has the meaning set out in clause 4.2.

Client’s Order; means the Client’s written order or online application setting out which Services they wish to engage the Business for.

Controller: has the meaning set out in section 3(6) of the Data Protection Act 2018.

Data Subject: means an individual to whom Personal Data relates.

Intellectual Property Rights; patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Personal Data: has the meaning set out in section 3(2) of the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Business is providing Services under the Terms.

Processor: has the meaning set out in section 3(6) of the Data Protection Act 2018.

Processing and process: have the meaning set out in section 3(4) of the Data Protection Act 1998.

Services; means those services set out in the Schedule.

Terms; means these terms and conditions between the Business and the Client.

1.2  Words importing any gender include every gender, words importing the singular number include the plural number and vice versa and words importing persons include firms, companies and corporations and vice versa.

1.3  Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4  References to numbered clauses and schedules are references to the relevant clause in or schedule to these Terms, and reference in any schedule to these Terms to numbered paragraphs relate to the numbered paragraphs of that schedule.

1.5  The headings contained in these Terms are for convenience only and do not reflect their interpretation.

2  Basis of Contract

2.1   The Client’s Order constitutes an offer by the Client to purchase the Services in accordance with these Terms.

2.2  These Terms are deemed to be accepted by the Client when the Business communicates its acceptance of the Client’s Order, at which point, and on which date the Terms shall come into existence (Commencement Date).

2.3  These Terms shall represent the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Business which is not set out in the Terms. Any samples, drawings, descriptive matter or advertising issued by the Business, and any descriptions or illustrations contained in the Business's literature, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Terms or any other contract between the Business and the Client for the supply of the Services.

2.4  These Terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.   Supply of Services

3.1    The Business shall supply the Services to the Client and warrants to the Client that the Services will be provided using reasonable care and skill.

3.2    The Business shall use all reasonable endeavours to meet any performance dates specified in the Client’s Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3    The Business shall have the right to make any changes to the Services which are necessary to comply with any applicable law requirement, or which do not materially affect the nature or quality of the Services, and the Business shall notify the Client in any such event.

4.  Client’s Obligations

4.1  The Client shall:

a.   co-operate with the Business in all matters relating to the Services;

b.   provide the Business with such information and materials as the Business may reasonably require, in order to supply the Services, and ensure that such information is accurate in all material respects;

4.2    If the Business' performance of any of its obligations under the Terms is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligations (Client Default):

a.       the Business shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Business's performance of any of its obligations;

b.    the Business shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Business's failure or delay to perform any of its obligations as set out in this clause 4.1; and

c.    the Client shall reimburse the Business on written demand for any costs or losses sustained or incurred by the Business arising directly or indirectly from the Client Default.

5.  Charges

5.1  Unless specifically agreed in writing, time for completion of any work is not essential.

5.2  The Business shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Business engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Business for the performance of the Services, and for the cost of any materials.

5.3   Where applicable the Business shall invoice the Client in advance of the Service being commenced.  For some Services, the Client must pay the Charges through the Business’ website or through Acuity and other third-party platforms in advance of the Services being commenced.

5.4   The Client shall pay each invoice submitted by the Business in accordance with the payment terms contained within the Schedule.

5.5   If the Client fails to make a payment due to the Business by the due date then without limiting the Business’ remedies under clause 11 (termination), the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.6   All amounts payable by the Client under the Terms are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Terms by the Business to the Client, the Client shall, on receipt of a valid VAT invoice from the Business, pay to the Business such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

5.7   The Client shall pay all amounts due in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Business in order to justify withholding payment of any such amount in whole or in part. The Business may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Business to the Client.

 

6.  Intellectual Property Rights

6.1   All Intellectual Property Rights in or arising out of or in connection with the content of the Services shall be owned by the Business.

7.  Confidentiality

7.1    A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Terms, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Terms.

8.  Variation

8.1   The Business reserves the right to make changes to any of the Terms, including the Services contained in this Schedule (whether by agreement or unilaterally if agreement cannot be reached).  Where such changes are made, the Business will seek to do so in accordance with its Cancellation Policy and the Business will seek to provide reasonable notice where possible.  The Client will be notified of confirmation of any change.

9.  Liability and Warranties

9.1    Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

9.2    Except in the case of death or personal injury caused by the Business’ negligence, the Business’ total liability to the Client, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Terms shall not exceed the Charges paid to the Business under these Terms.

9.3    The Terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Terms.

9.4   The Business expressly does not warrant that any result or objective whether stated in these Terms or not, shall be achieved, be achievable or be attained at all or by a given completion date or any other date.

9.5    This clause 9 shall survive termination of the Terms for a period of six years from termination.

10.  Data Protection

10.1  The Client and the Business acknowledge that for the purposes of the Data Protection Act 2018, the Client is the Controller, and the Business is the Processor in respect of any Personal Data.

10.2  The Business shall process any 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.

10.3   The Business shall keep any Personal Data confidential and shall implement and maintain appropriate technical and organisational measures to protect against unauthorised and unlawful processing of any Personal Data, and against accidental loss and destruction of, or damage to, Personal Data.

10.4   The Business shall take reasonable steps to ensure the reliability of all its contractors who have access to the Personal Data.

10.5   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.

10.6   The Client acknowledges that the Business is reliant on the Client for direction as to the extent to which the Business is entitled to use and process the Personal Data. Consequently, the Business will not be liable for any claim brought by a Data Subject arising from any action or omission by the Business, to the extent that such action or omission resulted directly from the Client's instructions.

10.7   In the event necessary, the parties will take all appropriate action to enable the other party to properly comply with any request from a Data Subject in relation to access to and/or rectification or erasure of Personal Data.

10.8   In the event necessary, the parties will take all appropriate action to notify the other party of any data breach relating to Personal Data or any communication which relates to the other party’s compliance with applicable data protection legislation about which the original party or Data Subject becomes aware.

10.9   The Business may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:

a)  is on terms which are substantially the same as those set out in the Terms; and

(b) terminates automatically on termination of the Terms for any reason.

11.  Termination and Cancellation

11.1  Without affecting any other right or remedy available to it, and notwithstanding the Business’ Cancellation Policy, either party may terminate the Terms by giving the other party 8 weeks’ written notice. Where such termination is served, any Services provided under the Terms will cease upon their ordinary expiry date.

11.2   Without affecting any other right or remedy available to it, the Business may terminate the Terms with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Terms on the due date for payment.

11.3   In the event of a cancellation of any of the Services by the Client, the notice periods and cancellation charges applicable to such cancellation are shown in the Business’ Cancellation Policy.

12.  General

12.1   Force majeure. Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances 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 6 months, either Party may terminate this Agreement by written notice to the other Party.

12.2   Assignment. Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under these Terms without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under these Terms to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

12.3   Entire agreement. These Terms contain 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 these Terms on the basis of any representation that is not expressly incorporated into these Terms. Nothing in these Terms excludes liability for fraud.

12.4   Waiver. No failure or delay by the Business in exercising any right, power or privilege under these Terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.

12.5   Agency, partnership etc. These Terms 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 these Terms. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

12.6  Severance. If any provision of these Terms are prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

12.7   Notices

a.   Any notice or other communication given to a party under or in connection with the Terms shall be in writing and shall in the case of the Business in the first instance, be sent by email to This email address is being protected from spambots. You need JavaScript enabled to view it., in the case of the Client be the email address provided in the Client’s Order. Otherwise, any hardcopy notice shall be delivered by pre-paid first-class post or other next working day delivery service at its registered office (if a Business) or its principal place of business (in any other case).

b.   Any notice or other communication shall be deemed to have been received: if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at the time of transmission, or if this transmission falls outside of business hours, at 9am on the next business day after transmission.

c.   This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.8   Law and jurisdiction. The validity, construction and performance of these Terms shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

Schedule

Within this schedule of services ‘we’ ‘us’ ‘our’ refer to the Business and ‘you’ your’ refer to the Client.

1.  Services: Touchpoint Consultancy Services

We work as a trusted partner with you and your business to take the stress out of your day-to-day and target the priorities to grow your business. We listen to your thoughts, ideas, and goals that are important to you, to enable us to assess, prioritise and translate your feedback into simple, easy to understand, value added, effective business solutions. We offer a wide range of Onsite and virtual business consultancy services, through effective coaching, development, employment, and touchpoint discovery solutions, delivered by qualified, professional experts.

Touchpoint Consultation Services options:

  • 1 Hour Discovery Touchpoint Consultation: Including, matching assessment and all questions answered.
  • 2 Hour Discovery Touchpoint Consultation: Including, matching assessment and all questions answered, and evaluation of immediate needs and discussion of an outline ‘Bigger picture’ plan to help align your immediate actions to meet longer-term business requirements.

Payment Terms: Full payment is required at the time of booking and can be made through the Changetoolbox website. Payment can be made through PayPal, Stripe, debit or credit card payment at the time of booking the chosen consultation. Once payment is processed online, you will receive confirmation and be able to redirect back to Changetoolbox website.

2.  Services: Bespoke Onsite/Virtual Consultation Services

We offer the following Bespoke Onsite/Virtual Consultation Services:

A.  Coaching & Consultancy Services: Including:

  • Delivering agile people solutions
  • Effect business transformation changes
  • Upskilling and coach decision makers for effective change
  • Preparing individuals in readiness for change
  • Coach and deploy individual and collective consultation
  • Coach and support during ER activities, such as redundancy
  • Coach and upskill to deliver a business transition

B.  People & Workplace Consultancy Services: Including:

  • Creating an employee experience programme
  • Engender people and cultural changes
  • Group and 1-1 individual resolutions and employment solutions
  • Support implementation of workplace structure and routine
  • Pivot people and workplace issues, problems into opportunities
  • Guide and support introduction of workplace excellence
  • Help to foster a policy & procedure cleansing approach

C.  Coaching & Development Services: Including:

  • Develop Pre-start and Start-up new and existing business model concept wireframe
  • Coaching for avoidance strategies, specific to new concepts, growth and business remodel
  • Support development of business and personal roadmaps
  • Guide and coach to develop business ‘blueprint’ to target business pressure points
  • Coach to develop business brand authority
  • Coach and guide introduction of personal and business KPI’s aligned to business vision

D.  Consultancy Services: Including:

  • Expert consultancy skills and techniques to benefit your business strategy and plans
  • Support and guide to develop bespoke Transition plan to move workers to expected workplace
  • Introduce the right tools and take the guess work out of change plans
  • Empower new skills to implement own change plans with confidence
  • Guide and support to check for business symptoms of risk, threats, pressures and challenges
  • Empower new skills to develop effective roadmap and identify opportunities
  • Empower skills to help to build a flexible change plan ‘Go-Stop’ to suit needs
  • Guide and support and develop bespoke dip in-out strategy, to keep business plans on track

All Bespoke Onsite/Virtual Services can be delivered either all onsite or all virtually or a blend of the two. 

These services aim to take a closer look at cost effective business improvements, introduction of programmes, frameworks, recovery plans, wireframes, avoidance guides, roadmaps, and expert techniques and other tools, methods, and solutions.

Payment Terms: Bespoke onsite/virtual services will be invoiced typically within 7 days of agreeing the work requirements and cost. You have 7 working days to make payment, or up to 10 days, if by prior agreement of invoice being raised.

3.  Services: Annual Subscriptions to Apps

 A. Wellbeing Endeavour “WE”

Wellbeing Endeavours is designed to support businesses and support Team Members, Managers, HR, Decision Makers and Influencers (“Leaders”) to connect with your people, through providing motivational, engaging, and collaborative activities, and creating a positive focus and mindset, that engenders a sense of belonging, especially supportive for those working remotely and from home; ‘WE’ helps leaders to build the layers of structure and routine regardless of where people work, helping to reduce the likelihood and symptoms of stress and mental health issues.

Each month a wide selection of Endeavour activities are available, through a set of digital cards, instantly accessible on any device, and each month ‘WE’ comes with a framework, consisting of a selection of People Focus areas that are aligned to clear business objectives, and a set of individual objectives that your people can work towards and in doing so, help to support and protect the lives of others.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

B.  MyToolBox Range

The MyToolBox range is designed to support businesses and support Team Members, Managers, HR, Decision Makers and Influencers (“Leaders”) to develop the skills, knowledge and capability, to take care of meetings, surveys, strategies, crisis, culture, goals, conversations, employee experience, and much more; significantly reducing the levels of risks and adversity and helping to protect mental health and wellbeing. The MyToolBox range comes with a wealth of information, tips, ideas, Q&As, and conversation starters, empowering your business to find out what your employees really think, and supporting the development of leadership capabilities and skills.

  • Single MyToolBox option includes a single set of digital cards, instantly accessible on any device. Each MyToolBox targets a selected skills, knowledge and capability area, and is designed to shift mindsets, build engaging conversations, hold meetings with confidence, flip surveys into empowering strategies and goals, and upskill, reskill leaders, empowering you with the knowledge and confidence to protect your business and people, and lead from the front.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

  • Full Range (6) MyToolBox option includes a single set of digital cards that each targets a selected skills, knowledge and capability area and are instantly accessible on any device. Each MyToolBox single set of digital cards is dedicated to its own skills, knowledge and capability area, and the full range consists of:
    Engagement | Crisis Leadership | Employee Experience | Employer Brand | Culture | Communications.
    Each MyToolBox within the range is designed to shift mindsets, build engaging conversations, hold meetings with confidence, flip surveys into empowering strategies and goals, and upskill, reskill leaders, empowering you with the knowledge and confidence to protect your business and people, and lead from the front.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

4.  Services: Annual Memberships

A.  BLUE Membership

All memberships through our business is about being a part of a business community, and Blue is an entry level for Small businesses and empowers businesses to develop, upskill and support others and strengthen their brand, save on budget, grow, and move up through a competitive market.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

B.  SILVER Membership

All memberships through our business is about being a part of a business community, and Silver is a step up for Medium businesses and gives the freedom and flexibility to learn, develop and is instrumental to achieving business plans, targets, and goals, with access to source solutions and tools 24/7 and 365.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

C.  GOLD Membership

All memberships through our business is about being a part of a business community, and Gold moves towards strategic innovations, for Enterprise businesses, and is the gateway to grow, stay ahead of the competition and innovate business, and strengthen brand authority and build a sustainable, successful business.

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

5.  Services: Employment Tools

We offer the following legally accredited Employment Tools, accredited by our trusted, specialist employment solicitor, providing protection and peace of mind for your business, and helping you to protect your business and employment responsibilities, whilst supporting compliance, and maintaining your business culture and to establish a safe work environment.

Each of the employment tools are easy to access and are downloadable in word format. The employment tools are available individually, or as a bespoke bundle, which includes the entire suite of employment tools listed.

The available employment tools are including:

  • Equal Opportunities Policy: Includes Full and Short Policies
  • Managing Stress, Mental Health and Wellbeing Policy
  • Compassionate leave Policy
  • Retirement Planning after Covid-19 Policy
  • Planning and Managing Holidays after Covid-19 Policy
  • Electronic Communications Policy
  • Social Media Policy
  • Homeworking Policy

Payment Terms: Paid in full via Changetoolbox website, through PayPal, Stripe, debit or credit card at time of purchase.

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