Terms and Conditions

About this agreement

1.1. This Agreement. This Agreement forms the entire agreement between you and us and governs the provision of our Services to you as described in the Caswell Creative Services Agreement. By signing the Caswell Creative Services Agreement, you and we both agree to these terms and conditions.

1.2. Definitions.  Any terms not defined in these Terms and Conditions are as defined in the Caswell Creative Services Agreement, sent separately.

1.3 Term. This Agreement begins on the final date of signature (Effective Date) and will continue until terminated in accordance with clause 7.

2. Fees and payment terms

2.1. Fees. You agree to pay us the Fees set out in the Caswell Creative Services Agreement, sent separately, in accordance with the Payment Terms.

2.2. When is Payment due.  Payment for our Services is in advance and must be paid in full on the Effective Date or when you make a booking on our website, whichever is applicable. 

2.3 How to pay.  Payment of our Fees is by bank transfer (the details of which we will provide to you via an invoice).  The Power Hour service is payable via our website using Stripe payment processing services.

2.4. Additional fees. If we incur additional expenses when providing the Services to you, you will reimburse us for pre-approved reasonable expenses that are documented with corresponding receipts.

2.5 VAT.  VAT is not chargeable on the Services we provide.

2.6 Fee increases. Our Fees may change from time to time.  We reserve the right to increase our Fees on an annual basis each April.  We will notify you in advance of any fee increases and you will have the option to terminate this Agreement if you are unable to agree the new fees.

3. Providing the Services

3.1 Your warranties. You represent and warrant that you:

a) can legally enter into this Agreement and grant all relevant rights,

b) will perform your obligations under this Agreement in compliance with all applicable laws, rules and regulations, 

c) will cooperate with us in all matters relating to the Services,

d) will provide us with all the necessary information, materials and assistance we may reasonably require (including the information set out in the Client Responsibilities section of the Caswell Creative Services Agreement), in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

3.2 Our warranties.  We represent and warrant that we:

a) can legally enter into this Agreement and grant all relevant rights,

b) will perform our obligations under this Agreement in compliance with all applicable laws, rules and regulations,

c) will provide our Services with reasonable care and skill and in accordance with industry standards, and

d) will provide you the Services as described in the Agreement.

3.3 Timing.  We will use all reasonable endeavours to meet any performance dates, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate this Agreement.

3.4 Suspension of Service.  If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed above, then we will be entitled to suspend performance of the Services until you remedy your default and we may be entitled to terminate the Agreement if the default persists.  We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services as a result of your default.

4. Coaching/Mentoring Services

4.1 Format of Sessions.  Coaching and mentoring sessions shall be by appointment only and can be face to face (venue by mutual agreement), pre-agreed livestream service or by telephone.   Details of the timings, length and fees will be agreed and will be made available to you in advance.  Some coaching and mentoring sessions can also be booked online via our website https://stephcaswell.com/power-hour/

4.2 Late Attendance.   If you know you are going to be late for a session, you should contact us to tell us.  If you arrive later than 15 minutes after a session time, we will try to provide the Services you have booked but if we decide that we cannot, the session will be treated as cancelled without notice by you and, if we then decide to make a charge for that session cancelled without notice, you will not be entitled to a refund or to roll-over the session to another date.  This is the case no matter whether the session is for a face to face, online or telephone session.

4.3 Online Sessions.  Sessions may be provided online via a pre-agreed livestream service (for example Zoom, Teams, WhatsApp, Skype).  When using a third-party supplier for online sessions your personal data will be treated in accordance with our Privacy Policy.

4.4 Livestream Sessions.  If we provide any of our Services as a livestream, then we will use reasonable endeavours to make it available and start it at the time it is scheduled to start, but the start may be delayed by circumstances beyond our control.  We will not be liable for any such delay.

4.5 Suspension of Online Sessions.  In some limited circumstances, we may need to suspend the provision of an online session for one or more of the following reasons:

(1) To fix technical problems or to make necessary minor technical changes;

(2) In the event of illness or other circumstances beyond our control.

In the event of any of the circumstances listed above occurring, then we will use reasonable endeavours to give as much notice as possible to you.

4.6 No Liability for Online Livestream Providers.  We will not be liable to you for any costs or losses incurred by you as a result of using any third-party online provider for the purposes of attending a session virtually with us.  You should make yourself familiar with such providers own terms and conditions and privacy policy before use.

4.7 Online Session Best Practice.  Ahead of your on-line session, we ask you to plan where in your location you will sit for the meeting. It is important that the connection to the internet is as strong as possible.   Wearing earphones attached to the mobile, laptop or tablet device is helpful in blocking out “feedback” noise and ensuring extra privacy.

4.8 Recording of sessions.  We record all sessions for our clients to be able to re-watch at their convenience.  You are also welcome to record sessions yourself.  If you would rather a session was not recorded, you need to notify us at the beginning of a session.  Where sessions have been recorded, you are not permitted to share, broadcast, distribute or make available online the recordings without our written consent. 

4.9 Venue for Sessions:  If sessions are held in person at a third-party venue, you agree to comply at all times with that venue’s policies and rules about that venue (particularly fire safety and health and safety rules).   You are responsible for your own belongings that you take to a session and neither us nor any third-party venue will be liable for any loss, damage, theft or destruction of any of your belongings.

5. Cancellations

5.1 Cancellation Notice.  You may cancel a session without charge if you give us at least 24 hours in working days prior notice of the cancellation.  If you do so, we will either re-schedule your session for another date or we will refund to you any sum you paid in advance.  For example, cancellations for sessions on Mondays have to be communicated to us on Fridays.  

5.2 Cancellation Charges.  Any cancellations made with fewer than 24 hours notice will be charged at the full rate.  This is the case no matter whether the session is for a face to face, online, or telephone session.  Please note, we will always try to arrange for another client to attend to avoid you having to pay the cancellation fee.  However, it is usually not possible to book another client in at such short notice.  If you cannot attend in person, an online or telephone consultation may be offered instead.

5.3 Exceptional Circumstances.  If, due to exceptional circumstances you cancel an appointment without giving us at least 24 hours in working days prior notice we will consider the circumstances and in our discretion decide whether to waive any charge for late cancellation that we are entitled.

5.4 Cancellation by us.  We may cancel a session booked by you at any time before the time and date of that session in the following circumstances:

  1. The required personnel and/or required materials necessary for the provision of the Services are not available; or

  2. An event outside of our reasonable control occurs.

If we cancel a session in such circumstances, we will provide you with an alternative date for the session or we may refund to you in full any advance payment that you have made to us for that appointment.

6. Disclaimers

6.1 In agreeing to receiving our Services, you understand, acknowledge and agree to the following:

  • You accept that we do not guarantee any particular level of sales results for your book.

  • We do not provide legal advice or guidance of any kind whatsoever during the provision of our Services, and accordingly no reliance should be placed upon any related discussions, whether express, implied or otherwise. Please seek independent legal advice should you require it at any time. 

  • You are solely responsible for creating and implementing your choices, actions and results arising out of our sessions and the provision of our Service to you. 

  • In order to enhance the coaching/mentoring relationship, you agree to communicate honestly, be open to feedback and assistance and create the time and energy to participate fully in the sessions.

  • You are solely responsible for the final content of your books and other works.

  • We provide all our Services for your personal use.  You are wholly responsible for all decisions, choices, actions and results during or following the receipt of our Services.

  • Nothing in this disclaimer will limit or exclude any liability that may not be limited or excluded by applicable law. 

7. Intellectual Property

7.1 IP Ownership.  Each party retains ownership of their own respective IP (defined in section 7.6).  Subject to clause 7.2, all IP Rights arising out of or in connection with the Services (other than IP Rights in any materials provided by you) will be owned by us.

7.2 IP Assignment for Editing/Copywriting/Ghost-writing Services.  For any services provided by us in relation to book editing, copywriting content and ghost-writing services, you will become the owner of all the IP in any content created by us.  In consideration of the Fees paid, we will assign to you, absolutely with full title guarantee all IP in the specific Deliverables listed in the Caswell Creative Services Agreement entitled ‘Book Editing/ Copywriting/ Ghost-Writing Deliverables’.

7.3 Waiver of Moral Rights.  In consideration of the Fees paid, we (Steph Caswell) unconditionally and irrevocably waives, in respect of the Deliverables listed in the section of the Caswell Creative Services Agreement entitled ‘Book Editing/ Copywriting/ Ghost-Writing Deliverables’, and any updates or revisions to such works made by us, all moral rights  to which we may now be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time.

7.4 IP Licence from us.  We agree to grant you a fully paid-up, irrevocable, worldwide, non-exclusive, royalty-free, perpetual licence to copy, use, exploit and retain the Coaching and Mentoring Deliverables (as listed in the Caswell Creative Services Agreement) for the purposes of receiving and using the Services and such Deliverables in your business.  You may not sub-licence, assign or otherwise transfer the rights granted in this clause 7.4.

7.5 IP Licence from you.  You agree to grant us a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual licence to copy and modify any materials provided by you to us for the term of this Agreement for the purpose of providing the Services to you.

7.6 IP Indemnity.  You will indemnify and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by us, or for which we may become liable, with respect to any intellectual property rights infringement claim relating to or arising out of our use of your intellectual property whilst providing the Services.

7.7 Meaning of IP  For the purposes of this Agreement, ‘intellectual property’ and ‘intellectual property rights’ means, any copyright and related rights, database right, patents, domain names, registered designs, design rights, trade marks, trade names, logos, trade secrets and know how, rights in performances, rights in goodwill or to sue for passing off, moral rights, the right to make applications for registration of any of the above (or rights of a similar nature) anywhere in the world (a) existing now or at any time in the future; and (b) whether registered or registrable or not.

8. Confidentiality

8.1 Definition. Confidential Information means all information relating to a party that is marked as confidential or would reasonably be considered confidential under the circumstances in which it is shared. This includes information relating to fees, pricing, book ideas, scope of services, know-how and this Agreement.

8.2 Exceptions. Confidential Information does not include information that is:

8.2.1 in the public domain not by breach of this Agreement,

8.2.2 already known by the receiving party at the time of its disclosure,

8.2.3 lawfully received by a party free of any obligation of confidentiality at the time of its disclosure,

8.2.4 independently developed by a party without access to or use of Confidential Information, or

8.2.5 expressly indicated as not confidential

8.3 Obligations. Each party agrees to:

8.3.1 maintain the confidentiality of any Confidential Information shared by the other party,

8.3.2 not disclose, copy or modify the Confidential Information without the owner’s prior written consent,

8.3.3 only use Confidential Information in connection with its performance of this Agreement,

8.3.4 promptly notify the other party upon becoming aware of any breach of these obligations, and

8.3.5 promptly destroy or return any Confidential Information it holds upon the owner’s request, except if required by legal or regulatory obligations to retain copies of Confidential Information which must be securely stored in archival or computer back-up systems and remain subject to this Agreement’s terms.

8.4 Permitted disclosure. Each party may disclose Confidential Information to its affiliates, employees, directors or advisors (Permitted Recipients) on a strictly “need to know” basis who are bound in writing to confidentiality obligations similar to the terms set out in this Agreement. Each party is responsible for all acts or omissions of its Permitted Recipients which would constitute a breach of this Agreement if it were a party to it.

8.5 Necessary disclosure. Each party may disclose Confidential Information if required by law provided that they notify the owner as soon as possible, if legally allowed, and take reasonable steps to limit disclosure.

8.6 Confidentiality term. The confidentiality obligations contained in this Agreement will continue for 3 years after the expiration or termination of this Agreement.

9. Liability

9.1 Limits on liability. Each party’s total liability to the other will not exceed the amount of all fees and expenses paid by you in the 12 months before the date on which the claim arose. However, this limitation will not apply to any breaches of your intellectual property or product liability obligations.

9.2 No indirect losses. Neither party will be liable to the other for any: 

    1. loss of profits, 

    2. loss of business, 

    3. loss of anticipated savings, 

    4. special, indirect, consequential losses, or 

    5. pure economic loss, costs or damages.

9.3 No unlawful exclusions. Nothing in this Agreement will limit either party’s liability for fraud/fraudulent misrepresentation or death/personal injury caused by negligence. 

9.4 Disclaimer of warranties. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement, to the fullest extent legally permitted.

10. Consumers

10. 1 If you are a “consumer” as defined by the Consumer Rights Act 2015, or a consumer for the purposes of any other consumer protection legislation, nothing in these Terms and Conditions is intended to or will exclude, limit, prejudice, or otherwise affect any of our duties or obligations to you, or your rights or remedies, or our liability to you, under the Consumer Rights Act 2015; the Consumer Contracts (Information and Additional Charges) Regulations 2013; the Consumer Protection Act 1987; and any other consumer protection legislation. 

If you are a consumer, then the following will apply:

10.1.1 If we do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price;

10.1.2 If the Services are not performed in line with information that we have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if our breach concerns information about us that does not relate to the performance of the Services), you have the right to a reduction in price;

10.1.3 If for any reason we are required to repeat the Services in accordance with your legal rights, we will not charge you for the same and we will bear any and all costs of such repeat performance;

10.1.4 In cases where a price reduction applies, this may be any sum up to the full price and, where you have already made payment(s) to us, may result in a full or partial refund.  Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which we agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method; and

10.1.5 In addition to your legal rights relating directly to the Services, you also have remedies if we use materials that are faulty or incorrectly described.

10.2 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.3 For more details of your legal rights, please refer to your local Citizens’ Advice Bureau or Trading Standard Office.

11. Termination

11.1 Termination for Breach. Either party may immediately terminate this Agreement on written notice to the other if the other party repeatedly fails to adequately perform its obligations (such as your failure to pay for the Services, or our failure to deliver the Services in accordance with this agreement).

11.2 Termination for Convenience. Either party may terminate this agreement by providing the other party with two months written notice.

12. Other Important Terms

12. 1Data Protection.  We will use any personal information you provide to us to (i) provide the Services; (ii) process your payment for the Services; and (iii) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.  We will process your personal data in accordance with our Privacy Policy, the terms of which are incorporated into this Agreement.

12.2 Assignment. Neither you or we may assign this Agreement to any third party without the other party’s prior consent, however either party may assign this Agreement to its affiliates or successors in title at any time.

12. 3 Force majeure. Neither party is liable or will be in breach of this Agreement for any delays or failures in their performance resulting from an event beyond their reasonable control (a Force Majeure Event). If a Force Majeure Event occurs, the affected party will promptly notify the other and provide details about the event and when it started. If the event continues for more than 15 days, the unaffected party may immediately terminate this Agreement by providing written notice to the other party. 

12.4 Amendments. Any variation to this Agreement must be mutually agreed in writing.

12.5 Notices. All notices under this Agreement must be in writing and sent through email or post to the email address or address set out at the start of this Agreement.

12.6 Severability. If any term of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in full force and effect.

12.7 Governing law and jurisdiction. This Agreement is governed by the laws of England & Wales and any disputes arising from it will be settled exclusively by the courts of England.

12.8 Copies. This Agreement may be executed in counterparts via electronic signatures, each of which is an original, and all of which constitute one and the same.