Fathm terms and conditions for booking, payment and registration of Labs. By applying for a Lab, participants must ensure that they have read, understood, and agree to these Terms and Conditions.

Part 1 – Registration and participation

Lab Overview

• Each Lab is described by its summary, benefits, takeaways, target audience, facilitator, dates, time, duration, application deadline and Lab fee on Fathm’s website. A Lab may be modified by Fathm from time to time.
• All Lab sessions, activities, and communications will be in English unless otherwise specified.

Registration

• Applying for a Lab place is a contractual obligation. If the cost of the Lab is to be borne by your organisation, please make sure that the relevant person within your organisation has approved your registration along with these terms and conditions.
• Registration is subject to availability and to meeting the participant requirements for the Lab. Once you have submitted your application form, you will receive acknowledgment of receipt by email. You will be notified in due course if your Lab application has been successful and provided with further details to enable you to complete the booking.
• Participants must be age 18 or above to take part in a Lab.

Expectations of Attendance and Participation

• Attend all Lab sessions
• Arrive punctually
• Complete the session preparation tasks
• Participate fully in session activities
• Abide by the participant Code of Conduct

Confidentiality, Intellectual Property, and Non-Disclosure

• All Lab participants are required to maintain confidentiality of all commercially sensitive information shared during Lab sessions by anyone present in order to create a safe and comfortable environment for all participants to discuss their organisation, including its challenges and opportunities.
• Copyright and all other intellectual property rights for materials provided belong to Fathm. This includes, but is not limited to, handouts, slides, factsheets, worksheets, and templates. Materials are provided for the sole use of Lab participants for the purpose of taking part in the Lab. Materials may not be copied or otherwise used without Fathm’s written permission.
• Participants are not permitted to record any Lab activities unless this is agreed in advance. This includes but is not limited to Lab sessions, presentations, and conversations. Where recording is agreed in advance, the use of the recording will be limited to the uses and timescale agreed and will only be possible with the full agreement of all Lab participants.
• All business plans, strategies, prototypes, models, and other participant-created materials are the sole intellectual property of the participant and/or their organisation and cannot be used by Fathm or other participants without prior written agreement.

Communication Between Participants

Fathm will not share the contact details of participants with other participants. Should participants wish to communicate with each other between sessions, they are responsible for making their own arrangements to do so. You can read our full Participant Privacy Notice on our website.

Part 2 – Booking terms and conditions

These terms and conditions state the basis on which we Fathm will supply services to our business Clients. Please read them carefully.

We are a company incorporated and registered in England and Wales with company number 12139797 whose registered office is at Palmeira Avenue Mansions, 19 Church Road, Hove, East Sussex, England, BN3 2FA. We’re called ‘the Supplier’ in this agreement).

You’re called ‘the Client’ in this agreement. You are the individual, firm, company or other organisation which places an order via the Supplier’s website fathm.co (the Website) (the Booking).

Agreed Terms

1. It is agreed that if any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:

Definitions

• Acts, Legislation: or other similar references shall include any updates and or amendments to the same.
• Booking: the order placed by the Client on the Website.
• Charges: the charges payable by the Client to the Supplier according to the terms of this Contract.
• Client: the individual, firm, company or other organisation stated on the Order.
• Client Materials: any materials or information which the Client provides to the Supplier in relation to the supply of the Services. 
• Lab Overview: Each Lab is described by its summary, benefits, takeaways, target audience, facilitator, dates, time, duration, application deadline and Lab fee on Fathm’s website. A Lab may be modified by Fathm from time to time. The Lab Overview forms part of the Services Specification.
• Participant: the individual who will take part in the Lab and may or may not be the same person as the Client.
• Services: the services set out in the Lab Overview which the Supplier is to supply according to the terms of this Contract. 
• Services Specification: the description of the Services supplied by the Supplier on the Website at the time the Client makes the Booking.
• Written: and any similar expression, includes e-mail.

It is also agreed that:

• The Client wishes to acquire services described in the Booking (Services) and the Supplier wishes to supply them to the Client, on the terms and conditions set out in this agreement (Terms).
• The Supplier shall only supply Services to the Client on these Terms. (Terms can only be varied in writing signed by an authorised officer of the Supplier).
• The Client should follow the instructions on the Website in order to make the Booking.  The Client is responsible for ensuring that the terms of the Booking are complete and accurate so please check these carefully before making your Booking. 
• Any Bookings placed by the Client are offers for the purchase of the Services on the basis of these Terms.
• The Client should print or save a copy of the Terms to the Client’s computer or server in order that the Client can refer to them again in the future.
• On receipt of a Booking from the Client, the Supplier will issue an acknowledgement of the Booking so that the Client knows that the Booking has been received but this does not constitute acceptance of the Booking. 
• The Supplier will confirm acceptance of a Booking in writing, at which point the Supplier’s contract with the Client for the supply of the Services in that Booking shall come into existence.
• If the Supplier cannot accept the Booking, it will confirm this in writing to the Client and the Booking will not be processed any further.  If the Supplier has already received payment from the Client, it will promptly refund the Client. 
• The Supplier’s contract with the Client for the supply of the Services comprises the Booking, these Terms and anything else the Supplier expressly agrees in writing (Contract). 
• Any descriptions of the Services contained on the Website are subject to change from time to time.
• The Supplier may amend the Services Specification as required by law, or to comply with any relevant regulatory obligations. 
• Separate terms and conditions apply to the use of the Website.  Those terms and conditions can be found on our website.
• The Contract is made in the English language only.
• The Supplier’s contact details are: hello@fathm.co 

Charges

1. The Client will pay the Charges for Services set out on the Website at the time when the Client placed the Booking.
2. The Supplier may charge amounts in addition to the Charges if the Client requests any change to the Booking, if the Client fails promptly to provide any instructions or Client Materials required by the Supplier for the supply of the Services, or for any reason which is due to any other act or omission of the Client.
3. Prices are indicated on the Lab overview and are exempt from tax.^[a]
4. Participants are responsible for identifying the fee level applicable to their application and may be required to provide supporting evidence.
5. The Supplier makes all reasonable efforts to ensure that it does not make errors with the prices that the Supplier charges the Client.  If an error has been made, the Supplier will contact the Client to confirm whether the Client would like to proceed or whether the Client wishes to cancel the Booking (in which case the Supplier will promptly refund any payments already made by the Client).

Invoicing and Payment

1. The invoice for the total fee will be sent to you or your company by email, using the details you provide us in your application form.
2. Payment is due upon receipt of the invoice by bank transfer or by credit card if this payment method is proposed. Payment must be received in full a minimum of 5 working days before the Lab start date to secure your place. Unpaid places may be offered to other applicants on the waiting list.
3. The Client will pay the Supplier within the deadline specified on the Supplier’s invoice and in all cases payment in full must be made before the delivery of the Services commences.
4. The Supplier accepts payment using the following: bank transfer.
5. Payment shall be treated as made once the Supplier receives cleared funds.
6. Time for payment of the Charges shall be ‘of the essence’. 
7. All payments must be made by the Client without any deduction or set-off.
8. If any amounts owed by the Client to the Supplier become overdue, then  (without compromising any other rights or remedies available to the Supplier), the Supplier will suspend the supply of any Services, and/or may terminate the Contract.
9. The Client is responsible for all reasonable costs and expenses incurred by the Supplier in relation to the recovery by the Supplier of any amounts owed to it by the Client.

Supply of Services

The Supplier shall use reasonable endeavours to meet any dates quoted for the supply and completion of the Services, but any such dates are approximate only, and time for the supply and completion of the Services shall not be of the essence. 

Cancellation and Refunds

Cancellation of the booking by the participant

• Fees cannot be refunded. However, the Client may send an alternative participant if the original named participant becomes unable to attend.
• In exceptional circumstances, such as serious illness or injury, or bereavement, it may be possible for the Client to defer registration to a Lab starting at a later date. Supporting evidence of the reason for deferral may be required.

Cancellation of a Lab by the Supplier

• The Supplier will make every effort not to cancel a Lab at short notice. However, should unforeseen circumstances make it unavoidable, we reserve the right to cancel the Lab prior to the starting date.
• In the event of a cancellation by the Supplier, Clients will be notified and any Lab fee paid will be refunded in full. The Supplier cannot be held liable for any travel expenses, other expenses, or any consequential loss arising from such a cancellation.

Refunds in Other Circumstances

• Clients who don’t attend all the Lab sessions will not receive a refund.
• The Supplier is not responsible for any failure in 3rd party hardware, software, or internet connection experienced by Lab participants. Refunds will not be issued as these are circumstances beyond our control. However, should a service outage result in a Lab session not going ahead, the Supplier will run the session on an alternative date.
• Should the Client experience a loss of service as a result of a failure of their own hardware, software or internet connection, no refund will be offered.

Warranties relating to services

The Supplier warrants to the Client that the Services will be supplied: 

• using reasonable care and skill; and 
• in accordance with the Services Specification in all material respects.

Obligations of Client

1. The Client will: 
   1. ensure that the Booking, the Client Materials and any other materials or information which the Client supplies to the Supplier are complete and accurate 
   2. promptly provide the Supplier with such materials and information as the Supplier requires in order to supply the Services, and 
   3. comply with all applicable laws and relevant regulatory obligations.
2. If the Supplier is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Client (Client Failure), then the Supplier may rely on such Client Failure to relieve it from its obligations under the Contract. 
3. To the extent that the delay or inability at section 7.3 is due to the Client Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier: 
   1. may suspend the supply of Services until the Client makes good the Client Failure; 
   2. shall not be liable for any losses, costs or expenses which the Client suffers or incurs because of any delay or suspension which is attributable to the Client’s Failure; and
   3. may request immediate payment by the Client of any losses, costs or expenses which the Supplier suffers or incurs because of the Client Failure. 
   4. Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.

Liability

1. Subject to section 8.3, the Supplier is not liable to the Client for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract. 
2. Subject to section 8.3, the Supplier’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Client to the Supplier under the Contract.
3. Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.

Termination

1. Either party may terminate the Contract, without liability to the other party, if that other party’s business fails. 
2. The other party’s business will be treated for this purpose as having failed if:
   1. the other party is or appears to be unable to pay its debts as they fall due
   2. the other party makes any voluntary arrangement with that other party’s creditors
   3. (being an individual or firm) the other party becomes bankrupt
   4. (being a company) the other party becomes subject to an administration order or goes into liquidation
   5. any third party takes possession of, or enforces rights over, any of other party’s property or assets under any form of security; 
   6. the other party stops or threatens to stop carrying on business; 
   7. the other party suffers any process equivalent to any of these, in any jurisdiction; or
   8. the terminating party reasonably believes that any of the events mentioned above are about to occur and the terminating party notifies the other party accordingly.
3. Without compromising any other rights or remedies available to it, the Supplier may terminate the Contract without any liability to the Client if:
   1. the Client fails to pay any amount under the Contract when due; or 
   2. the Client commits a material breach of the Contract and fails to rectify the breach within 5 working days.
4. Upon termination of the Contract, however caused, and without compromising any other rights or remedies available to the Supplier, the Client shall pay to the Supplier on demand:
   1. all Charges and other sums due but unpaid at the date of such demand, together with any interest accrued according to the terms of section 3.7; and
   2. any Charges under any invoice which the Supplier raises after termination, relating to any Services which have been supplied prior to termination, but for which the Supplier had not yet raised an invoice before termination.
5. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
6. Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.

Events beyond the reasonable control of the Supplier (‘Force majeure’)

The Supplier shall not be liable to the Client for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control. 

General

1. The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties.  The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract. 
2. The Client shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.
3. If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
4. No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.
5. Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of any person other than a party to the Contract.
6. Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by e-mail).
7. The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.