This Agreement is made the day of 2020
(1) SWEET EMMANUEL LIMITED incorporated and registered in England and Wales with company number [ ] whose registered office is at [ ] (“Sweet Emmanuel”); and
(2) [ ] (“X”).
IT IS AGREED AS FOLLOWS:
1.1 In this Agreement the following words shall, unless the context otherwise requires, have the following meanings:
|Admission Criteria||means the criteria as set out in Schedule 2 for acceptance onto the Course, as amended from time to time by Sweet Emmanuel;
|Agreement||means this agreement between Sweet Emmanuel and X;
|Confidential Information||all confidential information (however recorded or preserved) of Sweet Emmanuel or its employees, officers or representatives to the other Party, including the terms of this Agreement and any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, Course, materials and documentation relating to the Course, clients, suppliers, plans, intentions, or market opportunities of the disclosing party and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party, but excluding information which is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this Agreement), or the Parties agree in writing is not confidential or may be disclosed, or is required to be disclosed by law;
|Commencement Date||means the date of this Agreement;
|means the relevant baking course to be provided by Sweet Emmanuel to X as set out in Schedule 1;
|Deposit||means the deposit as set out in Schedule 1 to be paid by X for the Course;
|Fee||means the total fee (including the Deposit) for the Course as set out in Schedule 1 to be paid by X to Sweet Emmanuel;
|Party||means each of Sweet Emmanuel and X and “Parties” means both of them;
|Premises||means 65 – 67 Woodhouse Road, Finchley, London, N12 9ET;
|Start Date||means the start date as set out in Schedule 1 of the Course; and
|Term||means the duration of the Course; and
|VAT||means value added tax as chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2 In this Agreement, unless the context otherwise requires: (a) any reference to a Party includes a reference to its respective successors and permitted assignees; (b) the singular includes the plural and vice versa; (c) a reference to a Clause is a reference to a clause of this Agreement; and (d) a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
- GRANT OF RIGHTS
2.1 Sweet Emmanuel shall provide the Course to X on the terms of this Agreement.
2.2 This Agreement will commence on the Commencement Date and (subject to Clause 2.3) will continue to the end of the Course unless terminated earlier in accordance with clause 8.
2.3 The admission to the Course is subject to availability, meeting the Admission Criteria and acceptance by Sweet Emmanuel at its sole discretion.
- PAYMENT OF FEES AND OPERATION OF SERVICES
3.1 In consideration of the Course provided by Sweet Emmanuel to X, X will pay the Fee to Sweet Emmanuel.
3.2 X will pay the Fee to Sweet Emmanuel not less than 3 weeks before the Start Date by telegraphic transfer to the bank account of Sweet Emmanuel, details of which are: [ ] bank; sort code: [ ]; and account number: [ ] or by debit/credit card.
3.3 Sweet Emmanuel shall be able to deduct or set off any monies owed by it to X from any monies owed by X to Sweet Emmanuel.
3.4 All sums payable to Sweet Emmanuel are stated exclusive of VAT, which shall be paid (if applicable) in addition, at the applicable rate from time to time.
3.5 If Sweet Emmanuel has entered into a separate instalment plan with X for the Fee, then each instalment must be paid by the due date. The final instalment shall be deducted from the Deposit.
- X’S OBLIGATIONS
4.1 X undertakes and warrants:
4.1.1 to pay without demand the Fee and all other sums due to Sweet Emmanuel under this Agreement on and before the due date for such payment and pay interest on overdue Fees and other payments (or the balance for the time being outstanding) at the rate of 4% above the base rate of Barclays Bank Plc from time to time, until payment in full to Sweet Emmanuel in cleared funds;
4.1.2 to pay the Deposit;
4.1.3 that the information X has provided to Sweet Emmanuel is accurate, correct and not false;
4.1.4 that X has the legal right to remain in the United Kingdom; and
4.1.5 to be responsible for the loss, theft or destruction of or for any damage to any equipment at the Premises and fully indemnify Sweet Emmanuel in respect of all claims, proceedings, costs, expenses loss damage and liabilities incurred by Sweet Emmanuel arising directly or indirectly from any such loss, theft, destruction or damage.
5.1 If X wishes to cancel the Course before the Start Date, X may do so on providing written notice to Sweet Emmanuel not less than 3 weeks before the Start Date. Written notice must be sent in writing to [ ] and subject to any administrative charge(s) for costs incurred by Sweet Emmanuel. Sweet Emmanuel shall provide written acknowledgment as proof of acceptance of X’s cancellation. Cancellation is effective from the date Sweet Emmanuel acknowledges in writing X cancellation request with any Fee paid by X refunded within 30 days of such request subject to Clause 5.2 below.
5.2 The Fee (including any Deposit) is not refundable where X cancels the Course more than 14 days from the Start Date.
5.3 No refund will be made if X subsequently fail to attend all/part of the Course unless agreed to in writing by Sweet Emmanuel.
6.1 During the Course:
6.1.1 Sweet Emmanuel cannot accept responsibility for the loss of any personal possessions.
6.1.2 if X is unable to attend on a particular day Sweet Emmanuel must be informed by telephone or email as early as possible prior to the start of the relevant day of the Course.
6.1.3 Sweet Emmanuel recommend that X ensures maximum attendance on the Course.
6.1.4 if X displays disruptive behaviour will be suspended from the day’s lesson and possibly permanently from the Course depending on the circumstances.
6.1.5 X must comply with all food hygiene and health and safety rules and regulations notified by Sweet Emmanuel throughout the Course.
6.1.6 Sweet Emmanuel will be entitled to change the content of the Course and to substitute any teacher with a suitably qualified alternative if necessary; or to cancel the Course at any time (if, for example, the course is undersubscribed) subject to repayment of the Deposit and any of the Fee received in respect thereof.
6.2 It is the responsibility of X to notify in writing Sweet Emmanuel of any have any food allergies, other relevant medical conditions or disability so Sweet Emmanuel can consider what reasonable adjustments need to be made
X shall during the Term of this Agreement and for a period of 2 years from the date of termination of this Agreement, keep confidential and use solely for the purpose of this Agreement all Confidential Information obtained from Sweet Emmanuel pursuant to and in the course of this Agreement unless the written permission of Sweet Emmanuel has been obtained. On the termination of this Agreement for whatever reason any Confidential Information disclosed by Sweet Emmanuel shall be returned including machine-readable or electronic information or shall be permanently erased, with a written statement to this effect.
8.1 Either Party may terminate this Agreement with immediate effect by notice in writing to the other Party:
8.1.1 if the other Party commits a material breach of this Agreement and fails to remedy such breach within 14 days of receipt of a notice by the other Party specifying the breach and requiring its remedy; or
8.1.2 the other Party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
8.1.3 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party; or
8.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other Party; or
8.1.5 the other Party suspends or ceases, or threatens to suspend or cease, to carry on business; or
8.1.6 if both Parties mutually agree in writing to terminate this Agreement.
8.2 Sweet Emmanuel may terminate this Agreement with immediate effect by notice in writing to X if:
8.2.1 X fails to make any payment of the Fee when due;
8.2.2 X fails to attend the Course (other than for cancellation as set out above) and for the avoidance of doubt the Fee shall not be refunded;
8.2.3 X is disruptive or behaviour is in the reasonable opinion of Sweet Emmanuel not conducive to X remaining on the Course;
8.2.4 at any time (including on application) X provides information which is inaccurate, incomplete or misleading or fails to provide information on request which may affect X ability to complete the Course;
8.2.5 during the term of the Course X develops a medical condition or takes medication which would result in Sweet Emmanuel having to incur additional time and expenses to accommodate X.
- EFFECTS OF TERMINATION
9.1 On the termination of this Agreement in accordance with this Agreement any outstanding amounts due to Sweet Emmanuel shall be paid immediately.
9.2 All Course documentation, materials, recipes, logos and branding of Sweet Emmanuel shall not be copied, used or distributed and shall be returned to Sweet Emmanuel unless Sweet Emmanuel consents in writing.
- VISA REQUIREMENTS
10.1 X shall be responsible for satisfying and complying with any requirements of UK Visas and Immigration.
10.2 Sweet Emmanuel shall comply with its requirements to UK Visas and Immigration and shall keep UK Visas and Immigration updated as required by the law.
10.3 Sweet Emmanuel strongly recommends X to take out travel insurance that will cover X’s costs against loss of Fees through illness or personal accident in the event of X being unable to attend the Course.
- INTELLECTUAL PROPERTY
The property and any copyright or other intellectual property rights in the Course, training manuals, Sweet Emmanuel’s brands, documentation, logos and systems provided by Sweet Emmanuel for the purposes of this Agreement will belong or continue to belong to Sweet Emmanuel.
Any Notice required to be served under this Agreement shall be deemed to be properly served if sent by either Party to the other by registered post or facsimile to their respective addresses mentioned above or a substituted address as notified by the Parties in writing from time to time and shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by facsimile.
13.1 This Agreement does not constitute a partnership, joint venture or employment relationship between the Parties.
13.2 No party who is not a party to this Agreement may enforce its terms under the Contracts (Rights of a Third Party) Act 1999.
13.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all prior communications, drafts, agreements, representations (other than those made fraudulently), warranties, stipulations and undertakings of whatsoever nature, whenever oral or written between the Parties.
13.4 No variation of this Agreement shall be valid unless in writing and signed by or on behalf of both Parties.
13.5 This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, each of which so executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same instrument.
13.6 Sweet Emmanuel shall only be responsible for loss or damage to X which results directly as a result of a breach of Sweet Emmanuel and is foreseeable and in any event capped to the Fee paid by X to Sweet Emmanuel. For the avoidance of doubt, Sweet Emmanuel shall not be responsible for consequential or indirect loss anything beyond its reasonable control. Sweet Emmanuel does not in any way exclude or limit its liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation.
13.7 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
13.8 If any of the provisions of this Agreement are judged to be illegal or unenforceable, the continuation in full force and effect of the remaining provisions will not be prejudiced unless the substantive purpose of this Agreement is then frustrated, in which case either Party may terminate this Agreement on written notice.
13.9 This Agreement shall be governed by and construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English courts.
IN WITNESS, this Agreement is executed on the day and year first written above.
SIGNED by [ ] )
for and on behalf of )
SWEET EMMANUEL )
SIGNED by X )