Be The Change Coaching Mentorship terms and conditions
In these Terms and Conditions, words and phrases with special meanings are indicated by initial capital letters. Details of those words and phrases are set out in Section 14 of the main body of these Terms and Conditions.
- Order process
1.1 The advertising of the Services on the website of the Provider and through any Third Party Services constitutes an “invitation to treat” rather than a contractual offer.
1.2 No contract for the supply of the Services will come into force between the Provider and the Client unless and until the procedure set out in this Section 1 has been completed (the date of such completion being the “Effective Date”).
1.3 To enter into a contract of for the supply of the Services, the following steps must be taken: (a) provision of an acknowledgement of receipt of the order without undue delay and by electronic means.
- Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Section 11 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.
- Services
3.1 The Provider shall provide some or all of the following Services and materials to the Client in accordance with these Terms and Conditions:
(a) the Teaching Services;
(b) the Hosted Services; and
(c) the Downloads.
3.2 The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.
- Hosted Services
4.1 The Provider shall supply or make available to the Client those Hosted Services specified in the Order Form; and the Provider may supply or make available to the Client additional Hosted Services at any time in its sole discretion.
4.2 The Provider may supply or make available the Hosted Services by means of Third Party Services, or by such other means as the Provider may determine acting reasonably.
4.3 The Client shall use reasonable endeavours to ensure that no unauthorised person may gain access to the Hosted Services using any access credentials of the Client.
4.4 The Client acknowledges that the availability of the Hosted Services is dependent upon Third Party Services, and that the Provider has no direct control over the availability of the Hosted Services; accordingly, the Provider does not guarantee 100% availability.
- Downloads
5.1 The Provider shall supply or make available to the Client those Downloads specified in the Order Form; and the Provider may supply or make available to the Client additional Downloads at any time in its sole discretion.
5.2 The Provider may supply or make available the Downloads by means of Third Party Services, or by such other means as the Provider may determine acting reasonably.
5.3 Subject to the payment of the applicable Charges by the Client and the compliance of the Client with the other provisions of these Terms and Conditions, the Provider grants to the Client a worldwide, non-exclusive and non-transferable licence from the date of supply or making available of Downloads to:
(a) download a copy of each of the Downloads;
(b) store and view a copy of each of the Downloads on a desktop computer, notebook computer or smartphone; and
(c) print a copy of each of the Downloads solely for own use.
5.4 The Client must not:
(a) publish, republish, sell, license, sub-license, rent, transfer, broadcast, distribute or redistribute the Downloads or any part of the Downloads;
(b) edit, modify, adapt or alter the Downloads or any part of the Downloads;
(c) use the Downloads or any part of the Downloads in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;
(d) use the Downloads or any part of the Downloads to compete with the Provider, whether directly or indirectly; or
(e) use the Downloads or any part of the Downloads for a commercial purpose.
5.5 The Client must retain, and must not delete, obscure or remove, any and all copyright notices and other proprietary notices in the Downloads.
5.6 The Client acknowledges that the Downloads may be protected by digital rights management technology and that the Provider may use that technology to enforce the provisions of these Terms and Conditions.
5.7 The Provider warrants to the Client that the Downloads, when used by the Client in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
5.8 The licence set out in this Section 5 shall continue indefinitely; providing however that if the Client commits any breach of the licence terms set out in this Section 5, the Provider may by written notice to the Client terminate the licence, with immediate effect, with respect to any or all of the Downloads.
5.9 Upon the termination of the licence under this Section 5, the Client must promptly:
(a) irreversibly delete any digital copies of the Downloads in its possession or control (along with any copies created from such copies); and
(b) permanently destroy any paper or other physical copies of the Downloads in its possession or control (along with any copies created from such copies).
- Client obligations
6.1 The Client warrants to the Provider that it meets the prerequisites (including prerequisites relating to qualifications, certifications and experience) specified in the FAQ section of the Be The Change Coaching Mentorship sales page.
6.2 The Client warrants to the Provider that all the information supplied by the Client to the Provider in relation to the Contract and the Services, is true, accurate, current, complete and non-misleading.
6.3 The Client must comply with Schedule 1 (Community Standards) when interacting with the Provider or any other person in relation to the Services (including interactions by means of the Third Party Services); and the Client must ensure that all persons acting on behalf of the Client comply with Schedule 1 (Community Standards) when interacting with the Provider or any other person in relation to the Services (including interactions by means of the Third Party Services).
- Charges
7.1 The Client shall pay the Charges to the Provider in accordance with these Terms and Conditions.
7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes.
- Payments
8.1 The Provider shall issue invoices for the Charges to the Client in advance of the period to which they relate.
8.2 The Client must pay the Charges to the Provider before the commencement of the corresponding Services or period of Services.
8.3 The Provider may suspend the provision of any or all of the Services if any amount due to be paid by the Client to the Provider under the Contract is overdue.
- Warranties
9.1 The Client warrants to the Provider that it meets the prerequisites specified in the FAQ section of the Be The Change Coaching Mentorship sales page.
9.2 The Client warrants to the Provider that all the information supplied by the Client to the Provider in relation to the Contract and the Services, is true, accurate, current, complete and non-misleading.
9.3 The Provider warrants to the Client that:
(a) the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
9.4 The Client warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
9.5 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
- Limitations and exclusions of liability
10.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
10.2 The limitations and exclusions of liability set out in this Section 10 and elsewhere in these Terms and Conditions:
(a) are subject to Section 10.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
10.3 The Provider will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.
10.4 The Provider will not be liable to the Client in respect of any loss of profits or anticipated savings.
10.5 The Provider will not be liable to the Client in respect of any loss of revenue or income.
10.6 The Provider will not be liable to the Client in respect of any loss of business, contracts or opportunities.
10.7 The Provider will not be liable to the Client in respect of any loss or corruption of any data, database or software.
10.8 The Provider will not be liable to the Client in respect of any special, indirect or consequential loss or damage.
- Termination
11.1 The Provider may terminate the Contract immediately by giving written notice to the Client if:
(a) any amount due to be paid by the Client to the Provider under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.
- Effects of termination
12.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 10, 12, 13, 14 and 15.
12.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.
- General
13.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
13.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
13.3 The Provider may vary the Contract by giving to the Client at least 30 days’ written notice of the variation. Subject to this, the Contract may only be varied by a written document signed by or on behalf of each of the parties.
13.4 The Client hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Provider from time to time, providing that, if the Client is a consumer, such action does not serve to reduce the guarantees benefiting the Client under the Contract. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Client’s contractual rights or obligations under the Contract.
13.5 The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
13.6 The main body of these Terms and Conditions, Schedule 1 (Community Standards) and the Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
13.7 The Contract shall be governed by and construed in accordance with English law.
13.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.
- Definitions
14.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Charges” means:
(a) the amounts specified in Section 0 of the Order Form and elsewhere in these Terms and Conditions;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the standard time-based charging rates of the Provider (as notified by the Provider to the Client before the date of the Contract) by the time spent by the personnel of the Provider performing the Services (rounded down by the Provider to the nearest quarter hour);
“Client” means the person or entity identified as such in the Order Form;
“Contract” means a particular contract made under these Terms and Conditions between the Provider and the Client;
“Downloads” means those textual, graphical, audio and audio-visual works and materials that the Provider supplies or makes available to the Client for download as part of the Services;
“Effective Date” means has the meaning given to it in Section 1.2;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means those on-demand hosted services that the Provider supplies or makes available to the Client as part of the Services;
“Order Form” means a written order form agreed by or on behalf of each of the parties;
“Provider” means Joslyn Thompson-Rule Ltd, a company incorporated in England and Wales (registration number 11963166) having its registered office at 4th Floor, 100 Fenchurch Street, London, EC3M 5JD;
“Services” means any services that the Provider provides to the Client, or has an obligation to provide to the Client, under these Terms and Conditions;
“Teaching Services” means online teaching, including teaching provided on a one-to-one and on a one-to-many basis, as more particularly specified in the Order Form or as agreed by the parties in writing from time to time;
“Term” means the term of the Contract, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;
“Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time; and
“Third Party Services” means any software or services provided by any third party that are to be used by the Provider and the Client in the course of the provision and receipt of the Services, as identified in the Order Form or notified by the Provider (acting reasonably) to the Client from time to time.
- Interpretation
15.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
15.2 The Section headings do not affect the interpretation of these Terms and Conditions.
15.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
15.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Community Standards)
- Introduction
1.1 This community standards policy (the “Policy“) sets out the rules governing:
(a) the use of our services and any third party services used in connection with our services (the “Services“); and
(b) the communication, transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Joslyn Thompson-Rule Ltd (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
- General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
- Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
- Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
- Marketing and spam
5.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
5.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
5.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
5.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.
5.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
- Monitoring
6.1 You acknowledge that we may actively monitor the Content and the use of the Services.
- Data mining
7.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
- Harmful software
8.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
8.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.