1.   GENERAL

All work carried out by Go M.A.D. Limited, trading as ThinkOn, Go M.A.D. Thinking (“Go M.A.D.”) or any of its employees, Licensed Partners, and authorised contractors for a client (“the Client”) will be subject to these terms and conditions unless otherwise expressly agreed between Go M.A.D. and the Client in writing.

2.   DEFINITIONS

The following terms shall have the following meanings:

2.1   “Agreement”: the agreement between the parties for the provision of the Services which shall consist of a service agreement and these terms and conditions.

2.2   “Payments”: the sums due to Go M.A.D. or Licensed Partners in payment for providing the Services under the Agreement.

2.3   “Services”: the services agreed to be provided to the Client by Go M.A.D. or any of its employees or contractors or Licensed Partners.

2.4   “Term”: the period of the Agreement during which Go M.A.D. shall provide the Services.

3.   PAYMENT

3.1   Unless specified separately in writing, on confirmation of booking, an invoice for Payment of the Services will be sent to the Client electronically, or, upon request, to an address specified by the Client.

3.2   All fees payable for the Services, unless otherwise stated in writing, are exclusive of VAT other duties and taxes and out-of-pocket expenses and disbursements which are themselves payable in addition to any work.

3.3   Expenses will be charged unless the delivery of the Services is undertaken at Go M.A.D. premises, and these may be subject to separate invoice(s) as and when the expense is incurred.

3.4   Any Agreement value of £20,000 or less will be invoiced immediately upon confirmation. For an Agreement value greater than £20,000, a 50% payment shall be required upon confirmation of the Agreement, with the remaining 50% balance due either upon completion of the Agreement or after 90 days, whichever comes first.

3.5   The Client shall make payment by bank transfer to the account detailed on the invoice to Go M.A.D. or its designated agent to arrive no later than 30 days from the date the invoice is received by the Client.

3.6   In the event that the Client fails to make payment of any invoice within the period stipulated above Go M.A.D. or its Licensed Partners reserves the right without prejudice to any other rights it may have to interrupt the carrying out of the Services until such time as the Client has met all its outstanding liabilities to Go M.A.D. or its Licensed Partners.

3.7   Go M.A.D. reserves the right to charge interest on any overdue amount, calculated daily at an annual rate of 4 percentage points per annum above the then-current base rate of the Bank of England from the due date until payment (whether before or after judgement).

4.   CANCELLATION

4.1   The Client may, by notice in writing, cancel agreed consulting days at any time before the end of the Term and shall thereupon be liable to pay Go M.A.D. or Licensed Partners the full amount of any outstanding monies due. In the event of cancellation or deferment of dates, the following charges will apply:

• Between 30 – 60 days’ notice = 50% of total
• Between 20 – 30 days’ notice = 75% of total
• Less than 20 days’ notice = 100% of total

 

4.2   The same notice periods and cancellation charges apply for delegates of any training programme offered by Go M.A.D. or Licensed Partners where a replacement delegate is unable to be substituted. Any new delegates must be confirmed at least 5 working days before the programme commences.

5.   DELAY

5.1   If the Client wishes to vary any details of the schedule of work they must notify Go M.A.D. or Licensed Partners in writing as soon as possible. Go M.A.D. or its Licensed Partners shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.

5.2   If, due to circumstances beyond Go M.A.D.’s or Licensed Partners’ control, changes are required in the provision of the Services, the Client shall be notified immediately. Go M.A.D. or its Licensed Partners shall endeavour to keep such changes to a minimum and seek to offer the Client arrangements as close to the original as reasonably possible

6.   CONFIDENTIALITY

Each of the parties, its employees or in the case of Go M.A.D. its Licensed Partners shall not at any time during or after the Term divulge or allow to be divulged to any person, firm or corporation any confidential information relating to the business or affairs of the other party without the prior written consent of the other party.

7.   PERSONAL DATA

7.1   Any personal data supplied by the Client to Go M.A.D. or Licensed Partners will solely be held and/or processed in the manner agreed and only for the purpose of the carrying out the agreed Services provided by Go M.A.D. or Licensed Partners.

7.2   Go M.A.D. and its Licensed Partners shall comply in all respects with the Data Protection Act 2018 and ensure GDPR compliance for international data transfers through an International Data Transfer Agreement and a completed transfer risk assessment.

7.3   A full statement of the current Privacy Policy can be found on the Go M.A.D. website. The Privacy Policy is expressly incorporated into the Agreement by this reference.

8.   TERMS OF USE – THIRD PARTIES

8.1   To use some of the Services provided by Go M.A.D., the Client may be required to register their details and create an account with a third party.

8.2   By doing so, the Client agrees to the Terms of Use of the third party and agreement to these Terms of Use are expressly incorporated into the Agreement. For example, Go M.A.D. Mobile Apps may use third party non-proprietary artificial or augmented intelligence, which is not owned or controlled by Go M.A.D.

9.   EMPLOYMENT

If, during or after the delivery of the Services the Client makes an offer of employment to any employee or consultant of Go M.A.D., a fee equivalent to 200% of the total annual remuneration and benefits package of such employee or consultant will be paid to Go M.A.D. Any outstanding monies due for other services must still be paid according to the original agreement.

10.   INTELLECTUAL PROPERTY

10.1   All Intellectual Property including copyrights, patents, trademarks, service marks, registered designs and utility models relating Go M.A.D. resources, shall always remain the exclusive property of Go M.A.D..

10.2   The Client’s employees or contractors are not permitted to use Go M.A.D. Intellectual Property for the purpose of internal or external presentations, awareness sessions or training unless permitted by means of a separate licence agreement.

10.3   Personal use of Go M.A.D. Intellectual Property is allowed by anyone trained under this agreement. .

10.4   The Client grants to Go M.A.D. a worldwide, non-exclusive, royalty-free licence to reproduce the Client’s name and logo in marketing and promotional materials (including on Go M.A.D.’s website) upon the written consent of the Client and in compliance with any reasonable brand guidelines that the Client notifies to Go M.A.D. from time to time.

11.   LIABILITY

11.1   Go M.A.D., its employees, contractors or Licensed Partners shall not be liable to the Client for any loss, damage, costs or expenses incurred by the Client because of implementing any report or recommendations arising from the Services

11.2   Where Go M.A.D. Mobile Apps are included in the scope agreed with the Client, the use of artificial intelligence software is at the Client’s own risk and Go M.A.D. disclaims any and all liability arising from its use.

11.3   Without prejudice to clauses 11.1 and 11.2, to the extent Go M.A.D. is liable to the Client for any loss, damage, costs or expenses under the Agreement, Go M.A.D.’s total liability to the Client under or in connection with the Agreement during each Contract Year will not exceed the fees paid by the Client to Go M.A.D. during the 12-month period prior to the event(s) giving rise to the claim.

12.   EXCLUSIONS

Go M.A.D. does not give any representations or warranties about the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any outputs or content created by, via the Services. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, trade usage, course of dealing or otherwise are, to the fullest extent permitted by applicable law, excluded from the Agreement.

13.   RECEIPT

The receipt of money by Go M.A.D. shall not be construed as an acceptance of such money as the correct amount due and owing to Go M.A.D. or Licensed Partners.

14.   FORCE MAJEURE

Save for the Client payment obligations, neither party is in breach of the Agreement or otherwise liable if it is prevented or delayed from performing its obligations under the Agreement because of circumstances beyond its reasonable control.

15.   SEVERABILITY

The invalidity of the whole or any part of the Agreement shall not affect the validity of the remaining part of the particular term of the Agreement.

16.   ASSIGNMENT

Neither party may assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other party.

17.   WAIVER

The failure by Go M.A.D. to enforce any provision of the Agreement shall not constitute a waiver of its right to enforce such provision in the future.

18.   JURISDICTION

The Agreement shall be governed by English law and the parties submit to the jurisdiction of the Courts of England.