Council Culture Terms and Conditions

1. Definitions and application

1.1 In these Terms, the Provider means Becky Walsh Ltd, company number 16738284, trading as Council Culture. Its registered office is 19 Boulevard, Weston-super-Mare, North Somerset, BS23 1NR. Its correspondence address is 33 Clifton Road, Weston-super-Mare, North Somerset, BS23 1BN. The Provider may be contacted at hello@councilculture.uk.

1.2 The Client means the council or other organisation named in the Proposal. The Proposal means the written proposal, quotation, booking agreement or scope issued by the Provider. The Services means the training, facilitation, speaking, strategy, consultation, communications, drafting, consultancy, team away day or other work described in the Proposal. Personal or executive coaching, counselling and therapeutic services are excluded from these Terms and require a separate agreement.

1.3 The Agreement consists of the accepted Proposal and these Terms. If there is a conflict, the Proposal takes priority, but only to the extent of that conflict. The version of these Terms that applies is the version stated in, or linked from, the accepted Proposal.

1.4 These Terms apply to the Agreement to the exclusion of any terms supplied by the Client, including purchase order terms, unless the Provider expressly agrees otherwise in writing.

2. Booking and scope

2.1 A Proposal is open for acceptance for 30 days from its date, subject to the Provider's availability. The Provider may withdraw or amend it before acceptance.

2.2 The Client accepts a Proposal when an authorised representative signs it, signs electronically, or sends clear written acceptance by email. In accepting, the Client confirms that it has read and agrees to these Terms and has authority to bind the Client. The Agreement is formed when the Provider receives that acceptance.

2.3 The Provider will deliver only the Services described in the Proposal. Any material change to objectives, dates, format, venue, travel, participant numbers, deliverables, timetable or fees must be agreed in writing. A change may affect price, timing or both.

2.4 The Provider may use reasonable professional judgement over the detailed method, content, sequencing and facilitation of the Services. The Provider may use suitably qualified associates or subcontractors where appropriate and remains responsible for the Services it provides.

3. Fees, invoicing and payment

3.1 The Client will pay the fees and agreed expenses set out in the Proposal. Unless the Proposal says otherwise, the Provider will issue an invoice once the booking is confirmed.

3.2 Payment is due within 14 calendar days of the invoice date or before delivery of the relevant Services, whichever occurs first. If the Services are delivered in phases, the Proposal may provide for staged invoicing.

3.3 The Provider is not VAT registered at the Effective Date and will not charge VAT. If this status changes, VAT will apply only where the Provider notifies the Client in writing or it is stated in a written variation.

3.4 A purchase order number should be supplied promptly where the Client requires one. The Client's internal approval, payment or purchase-order processes do not extend the payment due date.

3.5 If payment is overdue, the Provider may suspend or decline to begin or continue the Services until payment is received. The Provider may also claim statutory interest, fixed compensation and reasonable recovery costs where permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

4. Travel, accommodation and venues

4.1 The Proposal states the travel, accommodation and other expenses included in the fee. Unless stated otherwise, mileage is charged at 55 pence per mile from BS23 1BN.

4.2 Any additional journey, accommodation or material travel cost must be agreed in writing before it is booked. Where travel exceeds two hours in each direction, overnight accommodation may be necessary and will be discussed with the Client in advance.

4.3 For in-person delivery, the Client will provide a suitable, safe and accessible venue, the agreed equipment, a professional environment and accurate arrival information. The Client is responsible for any venue booked in its name.

4.4 For online delivery, the Client will ensure that attendees have suitable access to the agreed platform, technology and internet connection. The Provider is not responsible for a participant's individual equipment or connectivity failure.

5. Client responsibilities

5.1 The Client will provide accurate, current information, timely decisions and appropriate officer input needed for the Services. The Provider may rely on information the Client supplies as accurate and complete.

5.2 The Client remains responsible for its statutory duties, governance, finances, records, decision-making processes, consultation compliance, feasibility and implementation. Formal council decisions remain for the Client to make through its normal governance arrangements.

5.3 The Client will ensure that attendees act professionally and that the delivery environment is safe and free from abusive, discriminatory, threatening or harassing conduct. If conduct makes delivery unsafe or materially prevents the Services from continuing, the Provider may pause or end the affected Services. Fees and costs for work already committed or delivered remain payable.

5.4 The Client will obtain any permissions needed for the Provider to use Client materials, information or data supplied for the Services.

6. Cancellations and postponements by the Client

6.1 The Client must give written notice if it cancels, postpones or materially reduces booked Services. The following charges apply to the affected session, event or phase of work: 50% of the affected fee where notice is less than six weeks but more than four weeks before delivery; 75% where notice is less than four weeks but more than two weeks before delivery; and 100% where notice is less than two weeks before delivery.

6.2 For a wider programme, the cancellation charge applies to the fee allocated to the affected remaining session, event or phase in the Proposal. If no allocation is stated, the Provider may apply a reasonable proportion of the total fee, taking account of preparation, committed capacity and work already completed.

6.3 Non-refundable costs and charges already incurred or committed by the Provider, including travel and accommodation, remain payable in addition to the cancellation charge.

6.4 A request to postpone is treated as a cancellation unless the Provider agrees otherwise in writing. Where the Provider agrees a new date, any transfer of fees already paid is subject to availability and to any additional costs or cancellation charge.

7. Cancellation by the Provider and events beyond reasonable control

7.1 If the Provider cannot deliver all or part of the Services because of illness or another unforeseen circumstance, the Provider will use reasonable efforts to offer a new date or, where suitable, online delivery. If this is not possible, the Provider will refund fees paid for the affected undelivered Services. This is the Client's sole remedy for the cancellation.

7.2 Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including severe weather, travel disruption, illness, government restrictions, public emergency, utility or platform failure, industrial action or venue closure. The parties will use reasonable efforts to agree a practical alternative.

7.3 If an event beyond reasonable control continues for 90 days or more, either party may end the affected Services by written notice. Fees for Services already delivered, committed work and non-refundable costs remain payable.

8. Materials, recordings and intellectual property

8.1 All materials, slides, frameworks, activities, tools, content, templates and resources supplied by the Provider remain the Provider's intellectual property or that of its licensors.

8.2 Once all relevant fees are paid, the Client receives a non-exclusive, non-transferable licence to use the materials internally for its own non-commercial purposes. A deliverable expressly created for public communication may also be used by the Client for that agreed public purpose.

8.3 The Client must not sell, licence, publish, distribute outside the Client, provide to another council or organisation, or use the materials to train third parties without the Provider's prior written consent.

8.4 The Client must not record, film, audio-record, screen-capture, photograph for publication, or use artificial intelligence to create a transcript or recording of the Services without the Provider's prior written consent.

9. Nature of the Services

9.1 The Services are professional training, facilitation, strategy, consultation, communications and educational services. They are not legal advice, financial advice, audit services, counselling, therapy or coaching.

9.2 The Provider may offer ideas, observations, draft documents and practical recommendations. The Provider does not guarantee a particular outcome, council decision, consultation response, change in behaviour or implementation result.

9.3 The Client must obtain its own legal, financial, governance or other specialist advice where this is needed.

10. Confidentiality, information rights and data protection

10.1 Each party will keep confidential the other party's non-public information received in connection with the Agreement and use it only to perform or receive the Services.

10.2 This duty does not apply where disclosure is required by law, regulation, court order, audit requirement or a public authority's obligations, including under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004. Where lawful and reasonably practical, the Client will give the Provider notice before disclosing the Provider's confidential information and consider the Provider's representations.

10.3 Each party will comply with applicable data-protection law, including the UK GDPR and Data Protection Act 2018. Each party acts as an independent controller for personal data it processes in connection with the Services. If a proposed Service requires the Provider to process personal data only on the Client's instructions, the parties will agree suitable written data-processing terms before that processing begins.

10.4 The Provider's Privacy Policy explains how it processes personal data and is available at https://www.councilculture.uk/privacy-policy.

11. Insurance and liability

11.1 The Provider will maintain appropriate public liability and professional indemnity insurance and will provide reasonable evidence of cover on written request.

11.2 The Provider's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, breach of statutory duty or otherwise, will not exceed the fees paid by the Client under the Agreement for the Services giving rise to the claim.

11.3 The Provider is not liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of reputation, loss of anticipated savings, or the Client's failure to implement a recommendation or make a decision.

11.4 Nothing in the Agreement limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded.

12. Ending the Agreement

12.1 The Provider may suspend or terminate the Agreement by written notice if the Client does not pay an overdue invoice, commits a material breach of the Agreement, or fails to remedy a remediable breach within seven days of written notice.

12.2 Termination does not affect rights or liabilities that arose before termination. The Client remains liable for fees for Services delivered, work committed, applicable cancellation charges and non-refundable costs.

13. General

13.1 The Agreement is the entire agreement between the parties about the Services and supersedes earlier discussions or correspondence about them.

13.2 No change to the Agreement is effective unless agreed in writing by both parties. The Provider may update these website Terms for future bookings, but an update will not change the version that applies to an Agreement already accepted.

13.3 Neither party may assign or transfer the Agreement without the other party's written consent, except that the Provider may use suitable associates or subcontractors under clause 2.4.

13.4 Nothing in the Agreement creates an employment relationship, partnership, joint venture or agency between the parties. No person who is not a party to the Agreement has a right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

13.5 If a dispute arises, the parties will first try to resolve it through good-faith discussion. If it remains unresolved, they may agree to mediation before legal proceedings.

13.6 The Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.