Parties
This Agreement is effective as of the date signed or agreed by the Client.
Client
By agreeing to this Agreement, you agree that you are the Client and you agree to be bound by the terms of this Agreement.
Sales Triage
Tech Brand Limited t/a Sales Triage (Company Number: 13495362), Suite 525, 5 The High St, Maidenhead, SL6 1JN
Background
The Client is of the opinion that Sales Triage has the necessary qualifications, experience and abilities to provide services to the Client.
Sales Triage is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
This Agreement applies whether the Client is acting as an individual or a representative of a company.
In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement and any Service Schedules, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Sales Triage (individually the “Party”, and collectively the “Parties” to this agreement) agree as follows:
Services Provided
The Client hereby agrees to engage Sales Triage to provide the Client with Commercial Consulting and Sales Training services (the “Services”).
“Products” refer to any materials, tools, templates, or workbooks (digital or physical) made available for purchase by Sales Triage.
The Services will also include any other consulting tasks which the Parties may agree on. Sales Triage hereby agrees to provide such Services to the Client.
The specifics of Services or Products to be provided will be outlined in a separate Services Schedule or emailed as a booking confirmation, where applicable.
Term of Agreement
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement
In the event that either Party wishes to terminate this Agreement or a specific Services Schedule, that Party will be required to provide 30-days’ written notice, by email, to the other Party.
The Client shall pay for all Services rendered up to the termination date, including any non-cancellable expenses incurred. Sales Triage shall return or securely delete any Client data upon termination, as requested.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and without notice, and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement or a Services Schedule may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligation of Sales Triage will end upon the termination of this Agreement.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect
Sales Triage provides Services and advice in good faith but makes no guarantees regarding specific outcomes. The Client is solely responsible for any decisions and actions taken based on the Services. Where coaching is included, the Client understands that it is not therapy or counselling, and that progress depends on their own participation and implementation of agreed actions.
The Client assumes all responsibilities for the actions/inactions of its Employees or Associated Parties.
The Client agrees to attend scheduled coaching sessions punctually, participate actively, and take ownership of their own progress.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
Payment
Invoices submitted by Sales Triage to the Client are due within 14 days of receipt.
The Consultant will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and Sales Triage will indemnify the Client in respect of any such payments required to be made by the Client.
The Consultant will be solely responsible for the payment of all remuneration and benefits due to the employees of Sales Triage, including any National Insurance, income tax and any other form of taxation or social security costs.
All product sales are final unless otherwise agreed in writing. Orders cannot be cancelled or refunded once access to a digital product has been provided or a physical product has been dispatched. The Client acknowledges that placing an order constitutes acceptance of these terms.
All product sales are final unless otherwise agreed in writing. No refunds will be issued once a digital product has been accessed or a physical product dispatched. Digital products will be delivered via download link or email. Physical products will be shipped to the Client’s nominated address. Sales Triage is not responsible for courier delays or incorrect addresses. Risk passes to the Client upon dispatch.
Reimbursement Of Travel and Expenses
Sales Triage will be reimbursed from time to time for reasonable and necessary expenses incurred by Sales Triage in connection with providing the Services.
Accommodation
Where possible, accommodation will be booked at a Premier Inn or a hotel of similar standard on a flexible rate that allows cancellation.
Train Travel
Train travel will be booked in First Class to ensure a productive working environment during transit.
Air Travel
For flights under three (3) hours, travel will be booked in Economy or Premium Economy (or an equivalent class).
For flights exceeding three (3) hours, travel will be booked in Business Class (or an equivalent class).
Ground Transportation
Taxis will be used, within reason, for travel between Sales Triage’s home, office, travel hubs, the client’s office, and the hotel.
Where available, Uber or similar ride-hailing services will be used as a preference to manage costs effectively.
Meal Expenses (Overnight Stays)
When overnight stays are required, meals will be expensed within the following approximate guidelines:
Breakfast: £15
Lunch: £15
Dinner: £30
A 20% premium may apply for meals when staying in Central London due to increased costs.
All expenses will be supported by receipts and submitted in accordance with agreed invoicing procedures.
Session Cancellation Policy
Any coaching session, consulting engagement, training session, or workshop cancelled by the Client with less than 7 days’ notice may be forfeited or charged in full. Sales Triage will make reasonable efforts to reschedule but cannot guarantee availability beyond the original booking.
Interest On Late Payments
Interest payable on any overdue amounts under this Agreement is charged at a rate of 25% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
Suspension of Services for Non-Payment
If any invoice remains unpaid for more than 14 days beyond the due date, Sales Triage reserves the right to suspend all Services until payment is received in full. Suspension shall not relieve the Client of its payment obligations, and all agreed fees and schedules will continue to apply during the period of suspension.
Confidentiality
Sales Triage will keep confidential all proprietary or sensitive information relating to the Client’s business, including financial, operational, or client data, whether disclosed verbally or in writing, before or after the Agreement. This duty continues beyond termination unless disclosure is required by law.
Where Sales Triage believes the Client or another person is at serious risk of harm, they may disclose relevant information to appropriate authorities.
Sales Triage may reference working with the Client beyond the Term of this Agreement in conversations, documentation, websites, or digital channels, including social media. The Client permits reasonable use of their name, logo, and website address but may request removal in writing, by email.
Recording
The recording of any coaching or training sessions, whether audio, video, or screen capture, is strictly prohibited unless Sales Triage has given express verbal permission at the start of the specific session. Any such permission applies only to that session and must not be assumed for future sessions.
Ownership Of Intellectual Property
All intellectual property developed or provided under this Agreement, including slides, templates, diagrams, and supporting materials, remains the sole property of Sales Triage. The Client receives a non-exclusive, non-transferable licence for internal use only. Materials may not be copied, shared, adapted, or rebranded without prior written consent. Branding may not be removed from documents without permission.
Any login credentials or access to online courses, platforms, or digital resources provided by Sales Triage are for the sole use of the named Client or its authorised users as agreed in writing. The Client must not share, transfer, or allow multiple users to access materials using a single login without Sales Triage’s prior written consent. Unauthorised sharing constitutes a breach of this Agreement.
Products provided digitally or physically are licensed for the Client’s individual use only. Redistribution, copying, or sharing of these products, in whole or in part, is prohibited without prior written consent from Sales Triage. Unless expressly agreed in writing, products may not be used for group training, copied for team-wide use, or distributed within the Client’s organisation beyond the named user.
Data Protection
Each Party agrees to comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Where Sales Triage processes personal data on behalf of the Client, the Parties shall enter into a separate Data Processing Agreement if required by the Client.
Return Of Property
Upon the expiry or termination of this Agreement, Sales Triage will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that Sales Triage is acting as an independent contractor and not as an employee. Sales Triage and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right Of Substitution
Except as otherwise provided in this Agreement, Sales Triage may, at Sales Triage’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Sales Triage under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that Sales Triage hires a sub-contractor:
Sales Triage will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Sales Triage.
For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Sales Triage.
The Client agrees not to solicit, engage, or employ any subcontractor, employee, or associate of Sales Triage for 12 months after the Term, unless agreed in writing.
Autonomy
Except as otherwise provided in this Agreement, Sales Triage will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Sales Triage will work autonomously and not at the direction of the Client. However, Sales Triage will be responsive to the reasonable needs and concerns of the Client.
Equipment
Except as otherwise provided in this Agreement, Sales Triage will provide at Sales Triage’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing by email or in writing, and delivered to the Parties at the addresses documented in this agreement or to such other address as either Party may from time to time notify the other.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Limitation of Liability
Except in cases of fraud or wilful misconduct, Sales Triage’s total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid in relation to the associated Services Schedule by the Client in the 6 months preceding the event giving rise to liability.
Modification Of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorised representative of each Party.
Time Of The Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Contract Hierarchy and Scope of Schedule
In the event of any conflict or inconsistency between the provisions of this Agreement and those of any attached or referenced Services Schedule, the terms of this Agreement shall prevail. The Services Schedule is strictly limited to detailing the scope of services and associated pricing. Any additional terms or clauses included in the Services Schedule that attempt to amend, override, or expand upon the terms of this Agreement shall be deemed null and void and shall have no legal effect unless expressly agreed to in writing and signed by authorised representatives of both parties.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Force Majeure
Neither Party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, war, pandemic, strike, or government restrictions.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of England.
Dispute Resolution
The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations. If the dispute is not resolved within 30 days, the Parties agree to attempt mediation before resorting to litigation. The courts of England shall have exclusive jurisdiction.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Electronic Signature
This Agreement may be executed electronically and such execution shall have the same legal effect as a wet-ink signature.