These standard terms, together with the relevant programme engagement letter, order summary, checkout confirmation, privacy policy and any other document expressly referred to in those materials, form the agreement between Inbervel Limited ("Inbervel", "we", "us" and "our") and the client purchasing the relevant services ("Client", "you" and "your"). Where there is any inconsistency, the programme engagement letter or specific order summary will take precedence over these standard terms to the extent of that inconsistency.
1. Basis of agreement
These terms apply to all programmes, adviser time, consultancy time, support packages, templates, tools and related services supplied by Inbervel unless we expressly agree otherwise in writing.
An order will be treated as accepted when the Client completes the relevant sign-up or checkout process, clicks to accept the applicable engagement documents or terms, and provides valid payment details or otherwise authorises payment.
Electronic acceptance through the website or other online sign-up journey shall have the same force and effect as a signed written agreement.
2. Our services
We will provide the services described in the relevant engagement letter, order summary, programme page, checkout confirmation or other written scope issued by us.
Unless expressly agreed in writing, our services do not include legal advice, tax advice, accounting advice, audit services, regulated financial advice, investment advice, insurance advice, employment law advice or the preparation of statutory accounts, tax returns or regulated valuations.
Our role is to provide practical business support, tools, guidance, coaching, mentoring and related materials. Any decisions you make for your business, and the implementation of those decisions, remain your responsibility.
3. Website purchases and work undertaken in advance
Inbervel's programmes and ad-hoc adviser time are generally purchased through the website and paid for in advance. We may begin preparation, scheduling, onboarding, platform set-up, review work, planning activity or other delivery steps as soon as an order is placed.
Where work, access, set-up, scheduling, onboarding, digital delivery or other fulfilment has started, the Client acknowledges that value is being provided from that point, whether or not all meetings, messages, reports, templates or other elements have yet been used.
Unless we are required to do otherwise by law or we expressly agree otherwise in writing, prepaid fees are non-refundable once delivery has started.
4. Client responsibilities
You agree to engage with the programme or service in good faith, provide information and instructions that are complete and accurate to the best of your knowledge, and respond promptly to reasonable requests from us.
You are responsible for booking or attending included sessions where this forms part of the purchased programme, and for making the relevant people within your organisation available where appropriate.
The quality and usefulness of any plan, report, recommendation, KPI output, forecast or other deliverable will depend on the completeness, accuracy and timeliness of the information you provide.
5. Meetings, messaging and support
Meetings included within a programme will normally be delivered remotely, usually by Microsoft Teams, unless we agree otherwise in writing.
Where a programme includes messenger, chat or question-and-answer support, that support is intended for reasonable day-to-day queries connected with the programme and does not replace separately purchased advisory time, specialist consultancy or project work.
We will use reasonable endeavours to respond within a reasonable time during normal working hours, but we do not guarantee an immediate response or uninterrupted availability.
6. Fees and payment
All fees are exclusive of VAT unless expressly stated otherwise. VAT will be charged where applicable at the prevailing rate.
Fees for programmes, adviser time and other services are payable in advance using the payment method selected by the Client at checkout or otherwise agreed with us in writing.
Where a programme is sold on a monthly payment plan or other staged payment basis, each instalment is still payable in advance in accordance with the agreed payment schedule.
If any payment is declined, unpaid, charged back, reversed or overdue, we may suspend access to the platform, meetings, messenger support, deliverables and any associated services until payment has been brought fully up to date.
We may change our published rates and programme fees from time to time. Any change to an existing committed programme will only apply in accordance with the relevant engagement letter, renewal notice or other written communication from us.
7. Programme terms, renewals and cancellation
Some Inbervel programmes run for a fixed term, including annual programmes paid by monthly instalments in advance. The specific term, renewal and cancellation provisions for the relevant programme will be set out in the applicable engagement letter, order summary or checkout information.
Where a programme is sold as an annual commitment, the Client remains liable for the full agreed charges for that term, even if the Client chooses not to make full use of the programme.
Where an arrangement renews automatically, it is the Client's responsibility to cancel in accordance with the applicable notice requirements if the Client does not wish the programme to continue.
Nothing in these terms limits any cancellation or refund rights that cannot lawfully be excluded.
8. Additional services and extra adviser time
Any work outside the scope of the purchased programme or service, including additional meetings, bespoke consultancy, specialist input, site visits, expedited work or project support, may be charged separately.
Additional adviser time may be purchased through the website or agreed directly with us in writing and will be charged at the rates published by us at the relevant time or otherwise agreed in writing before the work is carried out.
9. Intellectual property and permitted use
All intellectual property rights in Inbervel's tools, templates, frameworks, exercises, reports, dashboards, software outputs, methodologies, documents, training materials, website content and programme materials remain the property of Inbervel or its licensors.
Subject to payment of all fees due, the Client may use the materials supplied by us for the Client's own internal business purposes only.
Unless we expressly agree otherwise in writing, the Client may not copy, publish, license, resell, share outside its organisation, adapt for commercial re-use, or distribute our materials, platform content or outputs to any third party.
10. Confidentiality
Each party shall keep the other party's confidential information confidential and shall not disclose it to any third party except where disclosure is required by law, reasonably necessary for the performance of this agreement, or expressly permitted in writing.
We may store and process information using our internal systems and reputable third-party software providers, including cloud-based providers, where this is reasonably required for the delivery and administration of our services.
11. Data protection
We will process personal data in accordance with our privacy policy as published on our website from time to time.
You confirm that, where you provide personal data to us relating to your staff, contractors or other individuals, you have an appropriate lawful basis to do so and have provided any required notices to those individuals.
12. Reliance and no guarantee of outcomes
Our services are provided solely for the Client identified in the relevant order or engagement letter. No other person may rely on our advice, outputs or materials unless we expressly agree otherwise in writing.
We do not guarantee any particular commercial result, level of growth, profit improvement, funding outcome, valuation outcome, transaction outcome or business performance improvement.
You should obtain separate specialist advice where needed in relation to legal, tax, accounting, regulatory, employment, insurance or financial matters.
13. Limitation of liability
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
Subject to the preceding sentence, Inbervel shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, or loss or corruption of data.
Subject to clause 13.1, Inbervel's total aggregate liability arising out of or in connection with the relevant programme or service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Client to Inbervel for that programme or service in the 12 months preceding the event giving rise to the claim.
No employee, adviser, consultant, director or shareholder of Inbervel assumes personal liability to the Client in connection with the services, and the Client agrees not to bring any claim against any such individual personally.
14. Suspension and termination
We may suspend or terminate access to any programme, platform, deliverable or service if the Client fails to make payment when due, breaches these terms, abuses platform or messaging access, behaves unreasonably towards our team, or where we reasonably consider that continuing to act would be inappropriate or unlawful.
The Client may stop using the services at any time, but this does not affect the Client's liability for any fees already paid or any committed fees that remain payable for the agreed term, subject always to any non-excludable legal rights.
Termination or expiry of the agreement shall not affect any accrued rights, any fees already due, or any provisions which are intended to continue after termination, including clauses relating to payment, intellectual property, confidentiality, reliance and liability.
15. Communications and working hours
Our usual working hours are Monday to Friday 9am-5pm , excluding public holidays, although we may sometimes respond outside those hours at our discretion.
We may communicate with you by email, through the platform, by messaging functions, by telephone or by video meeting. You are responsible for keeping your contact details current and for checking communications issued by us.
Email and internet-based communications carry inherent security and delivery risks. Provided we have taken reasonable steps, we are not responsible for loss, delay or interception arising from the use of such communications.
16. General
We may update these standard terms from time to time for legal, regulatory, operational or technological reasons. The version in force at the time of the relevant purchase or renewal will apply unless we notify you otherwise.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
These terms and any dispute or claim arising out of or in connection with them shall be governed by English law, and the courts of England and Wales shall have exclusive jurisdiction.
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