Thank you for asking LifeBook Limited to help record and print the Author’s story in book form (the Project). By placing an order with us to produce a LifeBook, or by signing below, you confirm your agreement to these Terms and Conditions (Terms). If there is anything you do not understand in these Terms, you may wish to obtain your own professional advice, and we draw your attention, in particular, to clauses 1.2, 5.4, 6.6, 7, 8 and 10.
1.1. These Terms and the Author Consent constitute the entire agreement between us, superseding all other agreements or arrangements between us (whether written or oral, express or implied) relating to the Project and/or LifeBook (Agreement).
1.2. If you are not the Author, you confirm that:
a) you are acting with the Author’s knowledge and consent;
b) the Author understands: (i) the nature of the Project before the set-up meeting, and (ii) that you have disclosed information about him to us for us to set up the Project.
You promise to let us know if at any time you have doubts about whether the Author is fit and well enough to complete the Project. Our interviewer will also confirm the Author’s consent at the set-up meeting. This will explain that we need consent to process his personal data under applicable data protection legislation and will explain the Author’s responsibilities regarding the content of information he wishes to disclose for the Project (please see clause 8 for more information). We will not be able to proceed with the Project until the Author has signed our Author Consent form.
1.3. If you are the Author, the words ‘you’ and ‘the Author’ in these Terms have the same meaning.
2. Our Duty to the Author
2.1. Our primary responsibility is to the Author in telling the story in the way most appropriate to reflect the Author’s intentions. Unless the Author specifically requests it, we will not accept any influence or amendments from anyone else and we do not owe anyone else a duty as to the contents of the LifeBook (except where a duty is prescribed by law).
2.2. Our primary responsibility is subject to the Author:
a) confirming full understanding of the nature of the Project and the Agreement;
b) understanding his responsibilities regarding the content of the Project;
c) co-operating with us to identify and limit the risks as identified in these Terms;
d) assisting us in adhering to agreed interview dates and location.
3. LifeBook Not for General Publication
3.1. The LifeBook is for private circulation and is not intended for general publication. The Golden Rules are detailed in the Author Consent, and they highlight some main risk issues. The Author’s risks will be increased if the LifeBook is published or distributed more widely. The Author’s story, even in a limited circulation, may offend some people such as members of the Author’s family who may be aggrieved at references to them in the LifeBook. This can create the risk of legal claim or emotional distress. Our role is to bring the Author’s story into book form for the Author, but we are not publishers to the public and do not undertake a publishing risk analysis (which would add considerable cost).
3.2. We are entitled to rely on the Author being accurate and fair in telling their story. We are not publishers to the public and we do not investigate or verify anything the Author tells us. We will not therefore be liable in respect of information or material of any kind which is supplied to us. If action is taken against us based on the content of the LifeBook, you agree to indemnify us as set out in clause 10.3.
4. Duration of the Project
4.1. The Agreement will start on the date you place your order and pay the deposit. It will finish on the day the Project is completed or cancelled in accordance with clause 6.
4.2. We will agree an outline timescale with you which will have regard to any factors known or apparent to us, the interviewer, the ghostwriter, the project manager or any others employed or engaged by us on the Project (our Associates). The actual timescale will depend on the availability, health and well-being of the Author and other factors beyond our control and therefore time will not be of the essence.
4.3. One of our Associates will contact you to discuss any proposed material changes to the timetable during the Project.
5. Fees and Payment
5.1. You will be liable to pay the fees (Fees) we quote you for the Project. Payment shall be made either in full in advance or in such instalments (including deposit) as we shall agree with you in writing.
Any payments will include (if applicable) VAT and any similar tax or duty which may be payable on our Fees in any jurisdiction.
5.2. If you pay a deposit by credit or debit card, subsequent instalments will be taken from the card that you supplied to us unless you advise us otherwise.
5.3. The interviewer will agree an interview schedule with the Author at the start of the Project. If the interviews are completed more quickly than expected, we may be able to bring forward the printing of the LifeBook. Please note that any outstanding balance must be fully paid before the completed LifeBook can be printed.
5.4. Should you request additional meetings or require additional pages or photographs (in excess of the limit agreed when your order was accepted), these are available at an additional cost. We will always inform you of this additional cost and get your agreement to it in advance of such additional charges being incurred.
5.5. Without limiting our other rights, we may suspend any further work on the Project if and so long as any payment due to us is unpaid after its due date for payment.
6. Cancellation and Suspension
6.1. Your right to cancel within 14 days – If you are resident in the European Union and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, you have the statutory right to cancel the Project within 14 working days from the date of our order acceptance. If you are resident outside the European Union, we agree that you may cancel the Project within 14 working days from the date of our order acceptance.
6.2. Cancellation by you for any reason – You may cancel the Project for any reason by giving us one month’s notice at any time.
6.3. Cancellation by us – We may cancel the Project
a) after three months if we have been unable to find a suitable interviewer for the Project (in which case we will refund any deposit or Fees already paid);
b) on one month’s notice for any other reason (such as the Author being unavailable for any reason or Force majeure); or
c) immediately if the location of the Author changes materially after we have appointed the interviewer for the Project.
6.4. Cancellation notice – Any notice to cancel must be in writing stating the grounds of cancellation and shall be served as follows:
a) Cancellation by you: Any notice you send must be by pre-paid post or airmail to us at LifeBook Limited, Munstead Cottage, Hascombe Road, Godalming, Surrey GU8 4AB United Kingdom or by email to cancel@LifeBookuk.com. If posted, we will be deemed to have received it five (5) days after being posted and if sent by airmail, ten (10) days after being posted. If emailed, we will be deemed to have received it on the next working day in the United Kingdom.
b) Cancellation by us: We will send our notice by pre-paid post or airmail, where possible, or by email to the address we have on file. If posted, you will be deemed to have received it five (5) days after being posted and if sent by airmail, ten (10) days after being posted. If emailed, you will be deemed to have received it on the next working day in your country of residence even if we have also posted a notice to you.
6.5. Cancellation of the Project will not affect either of our accrued rights or liabilities under the Agreement or any provision of these Terms expressed or intended to have effect after cancellation, including our obligation to deliver the materials referred to in clause 9.5.
6.6. Without prejudice to our rights under clause 6.3, we may on the occurrence of any of the following triggers (at our sole discretion) agree to suspend the Project for a reasonable period of time (length determined at our sole discretion):
a) the Author is unavailable for any reason for a period of three consecutive months; or
b) the Project does not progress for a period of three or more consecutive months due to a circumstance outside of the control of LifeBook.
We will notify you in writing of suspension in such instance (by the same method identified in clause 6.4.b) (a ‘Suspension Notice’). You shall be entitled to reinstate the Project at any time following the Suspension Notice on giving us not less than two months’ written notice (to be sent to the postal or email address detailed in clause 6.4.a).
You agree that we shall be entitled to charge a reasonable administration fee to reinstate the Project, calculated by taking into consideration costs that we would incur in addition to the original agreed Fee, including:
c) the need to re-engage an Associate in the Project;
d) if the Associate originally engaged in the Project is no longer available, the need to re-train a new Associate and time incurred for that individual familiarising himself with background information on the Project; and
e) time incurred re-calculating the Project timescale.
The administration fee will not exceed 25% of the original quote for the Project.
We will inform you of the administration fee that applies to your Project within a reasonable period of time following your notice to reinstate the Project. Reinstatement of the Project will not commence until we have received payment of this administration fee in full. This does not affect your ability to cancel the Project at any time pursuant to clause 6.2.
6.7. The decision by LifeBook to suspend the Project will not affect our ability following reinstatement of the Project to subsequently cancel the Project pursuant to clause 6.3.
7. Cancellation Charges
7.1. The following cancellation charges will apply if the Project is cancelled before completion:
a) under clause 6.1 or clause 6.3.a, we will repay all of the deposit or full upfront Fees (but without interest) within 30 days of receipt of the cancellation notice;
b) under clause 6.2 or clause 6.3.b or 6.3.c, we will be entitled to retain any deposit or Fees paid or due (including any administration fee paid under clause 6.6) but you will not be liable to pay instalments due after the cancellation notice is deemed to have been served.
7.2. Without prejudice to clause 7.1, we will deal fairly with any cancellation. If it was necessary due to exceptional or unfortunate circumstances through no fault on your part, we will consider reducing any sums owed to us as is appropriate and reasonable. Unless cancellation is due to Force majeure, we are not obliged to do so. In all events, we will not be obliged to reduce or refund Fees to the extent we have committed expenditure on the Project.
7.3. On cancellation of the Project, the Agreement will terminate save in respect of any provision which is expressly stated or by its nature is intended to survive termination including without limitation clauses 7 to 11 (inclusive).
8. Confidentiality and Data Protection
For the purposes of this clause 8, the following definitions shall have the following meanings:
a) Personal Data means any information relating to an identified or identifiable natural person (a ‘data subject’) such as a name, an identification number, location data, online identifiers, data relating to an individual’s physical, physiological, genetic, mental, economic, cultural or social identity. Personal Data also includes Special Categories of Personal Data (data which reveals racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, genetic data, biometric data, data concerning health or data concerning sex life or sexual orientation).
b) Processing means any operation or set of operations performed on Personal Data (whether or not by automated means) such as collection, recording, organising, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making the Personal Data available, aligning it or combining it with other data, restricting, erasing or destroying Personal Data. Process shall be construed accordingly.
c) Data Protection Law means (i) Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (iii) all applicable laws and regulations relating to the Processing of Personal Data and privacy (including in the jurisdiction where the data subject resides) or any applicable replacement data protection or related privacy legislation.
8.1. What is discussed between the Author, client, us and our Associates is initially private and confidential. Some of the information shared with us or our Associates will be Personal Data.
8.2. We promise to comply with our obligations under Data Protection Law.
8.3. We will only Process Personal Data we receive during the Project in accordance with our privacy notice which is available:
a) at any time on our website (https://www.lifebookuk.com); and
b) via a link in all our online correspondence;
c) in hard copy, on request.
The privacy notice sets out the scope, nature and purpose of the Processing by us, the duration of the Processing and the types of Personal Data we Process.
8.4. You understand that:
a) the Author is responsible for the text of the completed LifeBook and the text of materials generated in the process of creating the LifeBook which contain any content provided by the Author (Author Background Content); and
b) we are entitled to rely on the Author being accurate and honest in providing this Author Background Content to us.
8.5. We are not publishers to the public and cannot verify the Author Background Content we are presented with during the Project, including any Personal Data within the Author Background Content. Our role is to provide the Author with the tools and equipment to bring the Project to life. The book is written according to the words and instructions of the Author. When Personal Data is provided to us during the Project you agree that disclosure of that Personal Data to us is authorised, and without us taking any further action, we may collect, use and disclose such Personal Data for the Project and for the purposes described in the privacy notice (referenced in clause 8.3). We will only Process Personal Data comprised within the Author Background Content for the Project.
8.6. Before we finalise the Project, the Author will be asked to read and approve the Author Background Content. You acknowledge and agree that the Author’s approval of the Author Background Content at this stage will confirm his agreement to the Author Background Content being contained within the LifeBook. We will be entitled to rely on this approval as confirmation that the Author has complied with his responsibilities over the content of the LifeBook, including those relating to any Personal Data contained within the Author Background Content as detailed in Data Protection Law and this Agreement.
9. Copyright and Other Intellectual Property
9.1. You agree and acknowledge that copyright of the Author Background Content will remain with the Author. Where any law (English, European Union or otherwise) grants copyright of the Author’s LifeBook or Author Background Content to us or one of our Associates, we hereby assign (on our own behalf and as agent for our Associates) all copyright of the text of the LifeBook and of the Author Background Content subject to payment in full of the Fees. Where required or permitted by the law of the Author’s place of residence, we will assist the Author to register the Author’s copyright interests.
9.2. We reserve and retain the exclusive rights to the LifeBook name, concept and methodology, and the format, design and layout of the LifeBook and any other intellectual property other than as provided in clause 9.1 (LifeBook IP). We grant the Author a limited non-exclusive licence to use the LifeBook IP in respect only to the number and form of the printed copies of the LifeBook referred to in the LifeBook Journal and ordered through LifeBook.
9.3. We will retain ownership of all working materials, papers, interview logs, notes or recordings prepared or used in the course of the Project (including those containing Author Background Content). The Author hereby grants us a sole and exclusive licence to the Author Background Content on condition only that we do not disclose or reproduce the Author Background Content without the prior written consent from the Author or as may be required by law or to deal with any legal claim. Provided the Author gives us express written permission to do so, we may also make available unedited audio recordings and/or an audio highlights mp3 file (subject to payment of applicable additional charges).
9.4. On completion of the Project, subject to full payment of the Fees, we will deliver to the Author the agreed number of copies of the LifeBook. If the Author decides to order additional copies to the number agreed, these will also be provided subject to payment of the applicable additional charges. We shall be entitled to print and retain one copy for our records.
9.5. If you cancel the Project under clause 6.2 and pay all our Fees to the deemed date of cancellation, we will provide the Author with a printed booklet containing the Author Background Content to date. On written request by you and payment of a further fee as agreed in writing with you, we will provide the Author with five bound hardback copies of the LifeBook completed to that date.
10. Liability and Indemnity
10.1. Nothing in these Terms will limit our liability for a) death or personal injury resulting from our or our Associate’s negligence or b) any breach of our duties of confidentiality to the Author.
10.2. Subject to clause 10.1:
a) we will not be liable for any loss of profits or economic loss nor for any indirect, special, consequential or punitive loss or damage of any kind arising out of or connection with the Project or LifeBook; and
b) our total aggregate liability, whether in contract or tort, to the Author and to you under or in connection with these Terms, the Project and the production of the LifeBook or in respect to any of our or our Associates’ actions or omissions will not exceed the total amount due to us from you in respect to the Project.
10.3. You agree to indemnify and hold us and our Associates harmless from and against any and all claims, liabilities, costs, actions and expenses (including legal fees on a full indemnity basis) (Production Liability) made against us or our Associates or incurred by us or our Associates as a result of undertaking the Project and/or compiling, recording, printing or delivering the Author Background Content or the LifeBook (including breach of clause 8). You agree to notify us immediately if you become aware of, or believe there may be grounds to anticipate, any actual or alleged Production Liability on our part. You agree to co-operate with us in resisting or settling any Production Liability, at your cost, in accordance with the professional advice we receive.
11.1. Non-reliance – You acknowledge that you are not relying on any pre-contract statement or representation, whether innocent or otherwise, made by us or any of our Associates except to the extent (if at all) specifically set out in writing in our agreement with you. Nothing in this paragraph shall limit or exclude liability for fraud.
11.2. Force majeure – We will not be liable for any failure to perform or delay in performing any of our obligations (including without limitation printing or delivering the LifeBook) due to circumstances beyond our reasonable control. We will notify you promptly if any such circumstances arise and use our reasonable endeavours to mitigate any delay. If such circumstances continue to prevent performance for more than 60 days, either you or we may cancel the Project on one month’s written notice in accordance with clause 6.2 or 6.3.b.
11.3. Assignment – The Agreement is personal to you and you may not assign, transfer or subcontract your rights or obligations under it. We may assign or transfer our rights or obligations under the Agreement to any party accepting commensurate responsibilities.
11.4. Severability – Any provision of the Agreement held to be illegal or unenforceable will, to the extent necessary, be deemed to be deleted. The enforceability of the remaining provisions of the Agreement will not be affected.
11.5. Waivers – Neither party will be treated as waiving or releasing its rights under the Agreement unless it has signed an express written waiver or release.
11.6. Variations – No variations of the Agreement are effective unless made in writing and signed by the parties or their authorised agents.
11.7. Rights of third parties – Except the Author and our Associates to the extent set out above (Named Third Parties), no person who is not a party to the Agreement shall have any rights under it, whether pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise. The consent of the Named Third Parties shall not be required to any variation to the Agreement.
11.8. Interpretation – Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to one gender shall include a reference to the other genders.
11.9. Law and jurisdiction – The Agreement and any dispute relating to the Agreement is governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
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