Terms & Conditions

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

• ·"Agreement" means these Terms and Conditions and any Order Form or Statement of Work agreed between the parties
• ·"AI Tools" means any artificial intelligence-powered software, tools, or platforms used in the delivery of our Services, including but not limited to Jaime (AI practice and measurement), CultureHub 360 (AI-powered feedback), and DISC profiling tools
• ·"Client", "you", "your" means the individual or entity purchasing or using our Services
• ·"Company", "we", "us", "our" means Culture Hub Limited, a company registered in England and Wales (Company No. 16520584)
• ·"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential
• ·"Content" means all materials, documentation, training materials, and other content provided as part of the Services
• ·"Fees" means the fees payable for the Services as set out in the Order Form or as agreed in writing
• ·"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade and business names, rights in designs, rights in computer software, database rights, and any other intellectual property rights, whether registered or unregistered
• ·"Order Form" means our written quotation, proposal, or order confirmation for Services
• ·"Services" means the training, development, consulting, AI-powered tools, and related services provided by us
• ·"Website" means www.culture-hub.com

1.2 Interpretation

• ·References to "writing" include email
• ·The singular includes the plural and vice versa
• ·References to any statute include any modification or re-enactment
• ·Headings are for convenience only and do not affect interpretation

2.1 Agreement to Terms

By accessing our Website, using our Services, or entering into an Order Form with us, you agree to be bound by these Terms and Conditions. If you do not agree to these terms, you must not use our Services.

2.2 Authority to Bind

If you are accepting these Terms and Conditions on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.

2.3 Additional Terms

Additional terms may apply to specific Services and will be communicated before you use those Services. In the event of any conflict between these Terms and any Order Form or Statement of Work, the Order Form or Statement of Work shall prevail.

3.1 Scope of Services

We provide professional training, leadership development, sales development, team development, and related consulting services. Some of our Services incorporate AI-powered tools. The specific Services to be provided will be detailed in an Order Form, Statement of Work, or other written agreement.

3.2 AI-Powered Tools

Where our Services incorporate AI Tools:

• ·AI Tools are provided to enhance the quality and measurability of development experiences
• ·Data processed through AI Tools is handled in accordance with our Privacy Policy
• ·We use reputable third-party AI providers who are contractually bound to protect your data
• ·Voice interview transcripts (where applicable) are deleted immediately after AI processing
• ·We do not use your data to train third-party AI models without your explicit consent
• ·AI-generated scores, insights, and summaries are indicators to support development, they are not definitive assessments and should be considered alongside other information
• ·We reserve the right to update or substitute AI Tools provided that the overall quality and nature of the Services is not materially diminished

3.3 Service Delivery

We will:

• ·Provide the Services with reasonable skill and care
• ·Use appropriately qualified and experienced personnel
• ·Comply with all applicable laws and regulations
• ·Perform the Services in accordance with agreed specifications and timelines

3.4 Client Cooperation

You acknowledge that our ability to provide the Services depends on your full and timely cooperation, including:

• ·Providing accurate and complete information
• ·Making available necessary personnel and resources
• ·Ensuring participant attendance at scheduled sessions
• ·Ensuring internal communication on programmes is managed effectively
• ·Setting up an internal project team with an executive sponsor to work in partnership with us

3.5 Modifications

We reserve the right to make minor modifications to the Services that do not materially affect their nature or quality. Any material changes will be agreed in writing.

4.1 Acceptable Use

You agree to use our Services and Website only for lawful purposes. You agree not to:

• ·Use the Services in any way that violates any applicable law or regulation
• ·Reproduce, sell, or exploit any portion of the Services without our express written permission
• ·Transmit any material that is defamatory, offensive, or otherwise objectionable
• ·Interfere with or disrupt the Services or servers
• ·Attempt to reverse engineer, copy, or replicate our AI Tools or methodologies
• ·Share login credentials or allow unauthorised access to the Services

4.2 Account Security

If we provide you with login credentials, you are responsible for maintaining the confidentiality of your account and for all activities that occur under it.

5.1 Fees

The Fees for the Services will be as set out in the applicable Order Form or Statement of Work. All Fees are exclusive of VAT, which will be added at the applicable rate.

5.2 Payment Terms

Unless otherwise agreed in writing:

• ·Invoices are payable within 30 days of the invoice date
• ·Payment shall be made by bank transfer to the account specified on the invoice
• ·Time for payment shall be of the essence

5.3 Late Payment

• ·We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate
• ·We may suspend or cancel the Services if payment is overdue
• ·You shall pay all reasonable costs incurred in collecting overdue amounts

5.4 Expenses

Unless included in the Fees, you agree to reimburse our reasonable expenses (including travel, accommodation, and subsistence) incurred in providing the Services.

5.5 Additional Services

Services not included in the original scope may be performed at your request, subject to agreement on additional fees in writing before commencement.

6.1 Cancellation Terms

Our cancellation terms will be specified in the applicable Order Form or Statement of Work. Our standard policy operates on a sliding scale based on notice period, with charges typically ranging from 0% to 100% of the Fees depending on notice given.

6.2 Rescheduling

We will use reasonable endeavours to accommodate rescheduling requests, subject to availability. Rescheduling may be subject to cancellation charges as set out in the applicable Order Form.

6.3 Force Majeure

Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including acts of God, pandemic, war, terrorism, strikes, or failure of third-party services including third-party AI providers.

7.1 Our Intellectual Property

All Intellectual Property Rights in our methodologies, processes, AI Tools, Content, materials, Website, and brand materials remain our property or that of our licensors. Nothing in these Terms transfers any Intellectual Property Rights to you except as expressly stated.

7.2 Licence to Use Materials

Subject to payment of all Fees, we grant you a non-exclusive, non-transferable licence to use the Content provided as part of the Services for your internal business purposes only. You may not reproduce, distribute, modify, or use the Content to provide training or similar services to third parties.

7.3 AI Tool Outputs

Scores, reports, insights, and other outputs generated by our AI Tools as part of the Services may be used by you for your internal development purposes. You may not use AI Tool outputs to train or improve competing AI systems.

7.4 Client Materials

You retain all Intellectual Property Rights in materials you provide to us. You grant us a licence to use such materials solely for the purpose of providing the Services.

8.1 Confidentiality Obligations

Each party agrees to:

• ·Keep all Confidential Information strictly confidential
• ·Not disclose Confidential Information to any third party without prior written consent
• ·Use Confidential Information solely for the purposes of this Agreement
• ·Protect Confidential Information with at least the same degree of care used for its own confidential information

8.2 Exceptions

The obligations in clause 8.1 do not apply to information that is publicly available, was rightfully known before receipt, is rightfully received from a third party, or is required to be disclosed by law.

8.3 Duration

The obligations in this clause shall survive termination of this Agreement for a period of 5 years.

9.1 Our Warranties

We warrant that:

• ·We have the right to enter into this Agreement and provide the Services
• ·The Services will be performed with reasonable skill and care
• ·The Services will comply with all applicable laws and regulations

9.2 AI Tools Disclaimer

While we take all reasonable steps to ensure the accuracy and quality of our AI Tools:

• ·AI-generated outputs (including scores, insights, and recommendations) are provided as development indicators only
• ·We do not warrant that AI Tool outputs will be error-free or meet all your specific requirements
• ·AI Tools are subject to the limitations of the underlying technology and third-party providers
• ·Results may vary and are not guaranteed

9.3 General Disclaimers

Except as expressly set out in these Terms, the Services are provided without any warranties, express or implied. We do not guarantee any specific results or outcomes from the Services.

10.1 Exclusion of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, business, goodwill, data, or any damages arising from your reliance on AI Tool outputs.

10.2 Cap on Liability

Our total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid by you for the relevant Services in the 12 months preceding the claim.

10.3 Exceptions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

You agree to indemnify and hold harmless Culture Hub Limited, its directors, officers, and employees from and against any claims, damages, and expenses arising from your breach of these Terms, your violation of any applicable law, or any content or materials you provide.

12.1 Termination for Breach

Either party may terminate this Agreement immediately by written notice if the other party commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or enters administration.

12.2 Consequences of Termination

Upon termination, all outstanding Fees become immediately due, each party shall return or destroy the other’s Confidential Information, all licences granted shall terminate, and access to AI Tools shall cease.

These Terms and Conditions are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

Before resorting to litigation, the parties agree to attempt to resolve any dispute through good faith negotiation within 30 days.

• ·Entire Agreement: these Terms, together with any Order Form or Statement of Work, constitute the entire agreement between the parties
• ·Severability: if any provision is held invalid, the remaining provisions continue in full force
• ·Waiver: no waiver of any provision shall be effective unless in writing
• ·Assignment: you may not assign your rights without our prior written consent
• ·Third-Party Rights: nothing in these Terms confers rights on any third party under the Contracts (Rights of Third Parties) Act 1999

We reserve the right to modify these Terms at any time. For existing clients with ongoing Services, we will provide 30 days’ notice of material changes. Your continued use of the Services after changes constitutes acceptance of the modified Terms.