Healden Grove Limited

Terms and Conditions of Trading - for Contractual Clients

Definitions

In this agreement:

  • “Agreement” means the agreement made by your acceptance to enter in to an ongoing, contractual relationship with Healden Grove Limited
  • Reference to “HGL” means Healden Grove Limited
  • Reference to “the client” means your organisation
  • Reference to “the prospect” means a business with which an appointment has been made for you by HGL.
  • Reference to “appointment” means a meeting that has been made by HGL for you and is effective as of the date and time that the meeting has been made with the prospect.
  • Reference to “contractual year” means a 12 month period from the commencement date and any anniversary thereof of the start of this agreement.
  • Reference to “Science of Selling for Professionals” means a specialist training course provided by HGL during the first year of this agreement.
  • Reference to “prospect specification” means a criteria selected by the client from which data is ordered.
  • Reference to “prospect management system” (“PM system”) means the proprietary system developed by HGL for the managing of appointments.
  • Reference to “Prospector App” means a mobile app created by HGL enabling the client access to the PM system remotely.

Objectives

Healden Grove Limited of Healden Grove House, Blackburn Road, Rising Bridge, Accrington, Lancashire, BB5 2AJ and the client wish to work in partnership by HGL providing marketing services on behalf of the client by way of generating appointments for the client to meet with prospective customers to the agreed specification. To achieve this objective both Healden Grove Limited and the client make a commitment to each other as fully set out in these terms and conditions.

HGL’s Commitments to the Client

  • 1.1 HGL will make an agreed number of appointments per contractual year for the client. These appointments will be split over 12 calendar months. If at the end of a contractual year, HGL has failed to provide the agreed number of appointments within that 12 month period then any outstanding appointments will be booked with prospects on behalf of the client by HGL, as soon as reasonably practicable, provided that the client has kept to its commitments as detailed in these terms and conditions.
  • 1.2 Where included as part of our agreement, HGL will provide the Science of Selling for Professionals training course for a maximum of 12 delegates to be held at an agreed location on dates that are to be mutually convenient between HGL and the client. Any further training required during the terms of this contract will be chargeable.
  • 1.3 HGL will bear the cost of all telephone calls and labour associated with the making of appointments for the client.
  • 1.4 HGL will from time to time send the client a quantity of business names for the client to vet potential prospects that HGL will contact to make appointments.
  • 1.5 HGL acknowledges that it is of importance to the client that the prospects that appointments are made with fit within the criteria as chosen by the client and set out in our agreement.
  • 1.6 HGL recognises that simply because the client has not managed to agree with a prospect that they will enter into a contract with the client, that should not necessarily be the end of progressing the prospect. Where, therefore, a prospect has defaulted back to HGL under circumstances set out in paragraph 2.13 HGL will assist the client to make contact with the prospect, where HGL feels that it is suitable to see if HGL can progress matters with the prospect on behalf of the client, where dialogue has stalled.
  • 1.7 So that there is a clear understanding between HGL and the client, any prospect which has defaulted back to HGL pursuant to paragraph 2.13 will only continue to be treated as a prospect for up to two years post the appointment date with that prospect.
  • 1.8 HGL will regularly update the PM System to give visibility to the client as to the up to date dialogue with prospects that HGL is in communication with.
  • 1.9 HGL will give the client access to download the Prospector app to assist the client managing its relationship with all prospects.

The Client’s Commitments to HGL

  • 2.1 The client agrees to set aside two, half days in their diary for each appointment that is to be made per month. The client accepts that if they are unable to provide the half day spaces in their diary for each appointment that is to be made on a monthly basis and that as a result the agreed number of appointments in any one month are not made, that this shortfall cannot be carried forward to the next month. Those appointments will be accepted by the client as being fulfilled. The diary availability for the following month should be provided by the client to HGL no later than the last week of the preceding month.
  • 2.2 The client agrees to use all reasonable endeavours to ensure that it can attend the Science of Selling for Professionals training course where included in the agreement.
  • 2.3 The client agrees to pay HGL for the services provided under the agreement, the agreed amount plus VAT at the current rate, to be payable on the first day of each calendar month commencing on the agreed date. The client agrees to make such payments by direct debit and to facilitate the setting up of a direct debit by completing a direct debit mandate. The client also agrees that at each anniversary of the commencement date, HGL, upon giving 28 days prior notice, are entitled to increase the level of the monthly fee to a sum making allowance for a reasonable increase.
  • 2.4 The client accepts that all information that is supplied by HGL to the client is confidential and that the ownership to this confidential information remains with HGL and that the client is unable to make use of appointments that have been made and information that has been supplied unless it is up to date with all fees that have fallen due. The client accepts that if any payment is not made on the due date that HGL will be at liberty to terminate this agreement with immediate effect and that it will be accepted that HGL has fulfilled all its contractual obligations.
  • 2.5 The client agrees to inform HGL of any business obtained as a direct or indirect result of HGL marketing in order that HGL may keep accurate statistics. Further, the client understands and agrees that all telephone calls with HGL are recorded. The client also gives HGL permission to speak to any prospects to follow up on appointments.
  • 2.6 The client acknowledges that it should use its best endeavours to ensure that it is able to keep to appointments made by HGL with prospects. The client accepts that if they are unable to attend the appointments that have been made, that HGL has fulfilled its obligation pursuant to the agreement to make an appointment.
  • 2.7 Upon HGL providing the client with a quantity of business names for it to review, the client agrees that it will take no longer than 7 days from receipt of the information to vet the data and to respond to HGL identifying any businesses that it does not wish HGL to contact. The client accepts that if it does not specifically identify those businesses that it does not want HGL to contact and that if thereafter an appointment is then made by HGL then the client accepts that HGL has fulfilled its obligation to make an appointment.
  • 2.8 To assist the client in benefiting from this agreement the client agrees to make every effort to adhere to the HGL methodology as detailed in the document ‘Guidelines to Healden Grove Appointments’ which will be supplied to the client by HGL along with details of the first appointment of this agreement.
  • 2.9 The client acknowledges that HGL acquires data that it believes is suitable and fits within the client’s prospect specification but understands that information of this type is subject to variations and that the size of businesses is fluid and that prospects may not precisely fall within this criteria.
  • 2.10 The client accepts that only in the month prior to the anniversary of the agreement can it enter into discussion with HGL to alter its prospect specification.
  • 2.11 The client agrees that during the term of this agreement and for 12 months thereafter that:
    1. it will not seek to entice any employee of HGL with a view to utilising that employee’s services in a similar manner to the services provided under this agreement.
    2. should any employee of HGL approach the client, then the client shall reject that approach and inform HGL of the approach within 7 days; and
    3. in the event that the client employs a HGL employee, the client shall pay to HGL the sum of £84,000, being an agency recruitment fee of £6,000 and the loss of revenue of £78,000 being the average value of the work produced by an employee in any six month period. Payment of this sum shall be made within 14 days from the date of the client employing the said employee.
  • 2.12 The client acknowledges that it is important for the management of the effective relationship between the client, prospects and HGL that the information put into the PM system is accurate to avoid inappropriate follow up calls by HGL to prospects. For the benefit of all therefore, the client agrees that it will update the PM system within 48 hours after all appointments or any follow up.
  • 2.13 In the event that when using the PM system the client records that no follow up appointment or telephone call has been booked or scheduled then the client agrees that the prospect will default back to HGL, save where the client expressly records that they have no interest in pursuing this prospect.
  • 2.14 It is important that HGL has sufficient time in the client’s diary for the provision of appointments. The client therefore will provide HGL with additional time in their diaries to accommodate so many appointments as are reasonably necessary for any appointments made as a result of follow up work undertaken by HGL under paragraph 1.6.

Proper Law and Jurisdiction of Contract

Our agreement shall be subject to the laws of England and Wales and both parties of this agreement submit to the exclusive jurisdiction of the courts of England and Wales.

Limitation of Liability

In the event that it is found that HGL is in breach of contract or negligent in relation to any matter whether it be failing to provide sufficient appointments or not, then it is accepted by the client that the maximum sum that the client would be entitled to by way of damages/compensation is a sum equivalent to the amount of any outstanding appointments less our standard training charge at the current rate and the total amount of time spent in attempting to make the shortfall of appointments at the rate of £89.00 per hour. The value of any outstanding appointments would be calculated by dividing the annual contract value by the contracted number of appointments and then multiplying that by the number of appointments that are outstanding. It is acknowledged however by both HGL and the client that should HGL be unable to make the agreed number of appointments per year for the client, this does not amount to breach. Paragraph 1.1 of these terms and conditions should be applied to the fulfilment of those appointments. The client is not entitled to terminate this agreement in these circumstances.

Confidentiality

HGL acknowledges that it shall have provided to the client information which is confidential, and which has been sourced by HGL on behalf of the client, relating to prospects that wish to meet with the client. The client acknowledges that this confidential information may only be used by them if it is that they maintain all payments due under the agreement. If payments are in arrears, the client is not in a position to make use of appointments that have been made and if the client does fulfil such appointments in breach of this confidentiality undertaking, that the client is accountable to HGL for all profits made from the breach of this undertaking.

Duration

The initial period of our ongoing, contractual agreements is fixed at 12 months and will automatically roll over on a repeated, continuing 12 month basis. After the first 12 month period, either party can terminate the agreement by giving three months’ notice at any time, in writing.

Exclusivity

HGL agree to provide exclusivity to the client in relation to the services outlined in the agreement and relating to prospects which fall within the specified criteria of the agreement.