Information about us

Speak Out Drama Lessons is a stage school providing training in speech and drama, musical theatre, dance and singing for children in Ireland. Speak Out Drama Lessons (“Speak Out”) is a company incorporated under the laws of Ireland.

Interpretation

Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dublin are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6.

Contract: the contract between Speak Out and the Customer for the supply of Services in accordance with these Conditions.

Customer: a parent or guardian of a Student who avails of the Services from Speak Out.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer's order for Services as set out in the Customer's [purchase order form].

Services: the services available to Customers on the Site including but not limited to dance lessons, singing lessons or stage school and any other Services provided by Speak Out from time to time and availed of by Students and ‘Service’ refers to any one of them.

Site: www.speakoutdrama.com.

[Speak Out's Equipment: any equipment, systems, or facilities, provided by Speak Out or its subcontractors and used directly or indirectly in the supply of the Services.]

Student: a child who attends classes at Speak Out and avails of the Services being provided.

Term: from the 1st week in September – last week in June of a calendar year abiding by school holidays and midterm breaks.

VAT: value added tax chargeable under Irish law for the time being and any similar additional tax.

In these Conditions, the following rules apply:

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

a reference to a party includes its personal representatives, successors or permitted assignees;

a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

a reference to writing or written includes faxes [and e-mails].

Basis of contract

The Order constitutes an offer by the Customer to purchase Services from Speak Out in accordance with these Conditions.

The Order shall only be deemed to be accepted when Speak Out issues written acceptance of the Order [by way of confirmation email] at which point and on which date the Contract shall come into existence (Commencement Date).

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Speak Out which is not set out in the Contract.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Any quotation given by Speak Out shall not constitute an offer and is only valid for a period of [20] Business Days from its date of issue.

Supply of Services

Speak Out shall supply the Services to the Student in accordance with the Order.

Speak Out shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Speak Out shall notify the Customer in any such event.

Speak Out warrants to the Customer that the Services will be provided using reasonable care and skill.

Speak Out is not a childcare service and its employees, subcontractors or agents are not responsible for supervising Students before, after or between classes. Speak Out does not accept liability for any loss, damage or injury occurring during this time.

Customer's obligations

The Customer shall:

ensure that the terms of the Order and any information it provides are complete and accurate;

co-operate with Speak Out in all matters relating to the Services;

provide Speak Out with such information and materials as Speak Out may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

[obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start];

ensure the Student wears the correct attire, being comfortable runners and tracksuit bottoms, a t-shirt for drama class and a ballet uniform for Baby Ballet, while attending Speak Out;

ensure they arrive 5 minutes prior to the end of class to collect the Student and ensure the Student attends class on time;

[keep and maintain all materials, equipment, documents and other property of Speak Out (School Materials) in safe custody at its own risk, maintain Speak Out Materials in good condition until returned to Speak Out, and not dispose of or use Speak Out Materials other than in accordance with Speak Out's written instructions or authorisation];

comply with Speak Out’s health and safety requirements and regulations and follow all directions given by Speak Out and its employees, agents or subcontractors;

consent to release of photos or videos taken at lessons for advertising purposes in accordance with Speak Out’s Privacy Policy.

If Speak Out's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default) Speak Out shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Speak Out's performance of any of its obligations.

Charges and payment

The Charges for the Services are set out on the Site and are offered on a non-refundable and non-transferrable basis. The Charges are due whether or not the Student attends classes.

Payments are due within [one week] before the commencement of the Term. Payments made after this date shall be subject to an administration fee of 5% of the Charges.

The Customer acknowledges that it is their responsibility to ensure the Charges are paid on time in accordance with condition 6.2.

Speak Out may, at its discretion, offer discounts on the Services to its Customers [during the Term]. Details of such discounts will be emailed to Customers from time to time.

Speak Out reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any Term. Speak Out will give the Customer written notice of any such increase before Term starts. If such increase is not acceptable to the Customer, it must notify Speak Out in writing before the new Term commences.

Speak Out shall invoice the Customer [weekly/monthly/termly] in arrears.

The Customer shall pay each invoice submitted by Speak Out:

within [30] days of the date of the invoice; and

in full and in cleared funds to a bank account nominated in writing by Speak Out, and

time for payment shall be of the essence of the Contract.

[All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Speak Out to the Customer, the Customer shall, on receipt of a valid VAT invoice from Speak Out, pay to Speak Out such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.]

Without limiting any other right or remedy of Speak Out, if the Customer fails to make any payment due to Speak Out under the Contract by the due date for payment (Due Date), Speak Out shall be entitled to cease providing the Services to the Student. For the avoidance of doubt, Services shall not be provided to Students whose fees have not been paid.

The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Speak Out in order to justify withholding payment of any such amount in whole or in part. Speak Out may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Speak Out to the Customer.

Intellectual property rights

[All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Speak Out.

The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Speak Out obtaining a written licence from the relevant licensor on such terms as will entitle Speak Out to license such rights to the Customer.

All Speak Out’s Equipment is the exclusive property of Speak Out].

Data Protection

The Customer acknowledges that the personal data provided to Speak Out will be processed by and on behalf of Speak Out in connection with the Services. Details of Speak Out’s processing activities can be found in Speak Out’s Privacy Policy which is available on the Site.

Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.

Limitation of liability:

Nothing in these Conditions shall limit or exclude Speak Out's liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

fraud or fraudulent misrepresentation; or

breach of the terms implied by section 12 of the Sale of Goods and Supply of Services Act 1980.

Subject to Condition 10.1:

Speak Out shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and

Speak Out's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid by the Customer for the Services in the preceding six months.

Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

This Condition 10 shall survive termination of the Contract.

Termination

Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

the other party (being an individual) is the subject of a bankruptcy petition or order;

the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Without limiting its other rights or remedies, Speak Out may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

Without limiting its other rights or remedies, the Customer shall have the right to terminate the Contract by giving Speak Out 2 weeks’ written notice in advance of the end of the current Term.

Consequences of termination

On termination of the Contract for any reason:

the Customer shall immediately pay to Speak Out all of Speak Out's outstanding unpaid invoices and administration fees (if any);

[the Customer shall return all of Speak Out Materials which have not been fully paid for. If the Customer fails to do so, then Speak Out may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;]

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

clauses which expressly or by implication have effect after termination shall continue in full force and effect.

General

Force majeure:

For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Speak Out including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Speak Out or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Schools or subcontractors.

Speak Out shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents Speak Out from providing any of the Services for more than three months, Speak Out shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

Assignment and subcontracting:

Speak Out may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

The Customer shall not, without the prior written consent of Speak Out, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

Notices:

Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid registered post, recorded delivery or by commercial courier, at its principal place of business (if Speak Out), or sent by email to the other party's main email address.

Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid registered post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, on the next Business Day after transmission.

This Condition 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

Waiver:

A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

Severance:

If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Speak Out.

Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Irish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.