Terms & Conditions
DAC Beachcroft LLP
Table of contents
Clause heading and number Page number
1. DEFINITIONS AND INTERPRETATION 1
2. THE COURSES AND THE SERVICES 2
3. YOUR RESPONSIBILITIES 2
4. GRANT OF USE RIGHTS AND RESTRICTIONS 3
5. FEES……………………………………………………………………………………………………..3
6. DATA PROTECTION AND PRIVACY POLICY 4
7. TERMINATION 4
8. WARRANTIES AND DISCLAIMERS 4
9. INDEMNITIES 4
10. LIABILITY 5
11. CONFIDENTIALITY. 5
12. FORCE MAJEURE 7
13. GENERAL TERMS. 7
1. DEFINITIONS AND INTERPRETATION
1.1 The Terms constitute all the terms upon which the Services will be provided.
1.2 BCL reserve the right to amend the Terms unilaterally by giving you not less than ten
business days’ written notice of such amendments to reflect changes in law,
regulation or commercial practice.
1.3 In this agreement, unless otherwise expressly provided, each of the following terms
shall have the meaning set opposite it:
“Business Day” means 9am to 5pm GMT, Monday to Friday, excluding public
and bank holidays in London, United Kingdom;
“Claim” has the meaning set out in clause 9.2;
“Consumer” means any person engaged by you or to whom you are
providing services to where you are acting as a Facilitator;
"Confidential
Information"
has the meaning set out in clause 11.1;
“Content” means the information (not limited to the text and the
associated extracts, images, materials, bullet points, print
summaries, quick tests, and lists of citations and references)
included in the Services, excluding content that is provided by
and belongs to you;
“Discloser" has the meaning set out in clause 11.1;
“Facilitator” means customers of BCL who have signed up to the relevant
Terms and have received or are receiving the Services;
"Recipient" has the meaning set out in clause 11.1;
“Services” means the course of training provided to you by BCL,
methodology, process, literature and materials provided during
such training, including the prospectuses, and any verbal or
written guidance, instructions, know-how or techniques
delivered, trained and taught by BCL under the Terms, and the
Contents;
"Customer Data" means all information, data, text, logos, images, audio, movie
clips and/or content in any form that forms part of your data
provided to BCL or accessible via that data; and
“Terms” mean these terms and conditions; and
2. THE COURSES AND THE SERVICES
2.1 The Services are for your sole benefit and should not be replicated or disclosed to any
third party without our express consent. We will not be liable to any person for any
disclosure, use or reliance in breach of this paragraph.
3. YOUR RESPONSIBILITIES
3.1 You agree not to use the Services, attempt to use the Services or allow the Services
to be used in any way:
3.1.1 which results in a breach of a law, order or regulation (including a foreign
law, order or regulation), a mandatory code of conduct, or a voluntary code
of conduct;
3.1.2 which results, or could result, in damage to property or injury to any person;
3.1.3 to harass, menace or stalk people;
3.1.4 to post, link to or transmit any material, which is unlawful, threatening,
libellous or otherwise tortious, racist, abusive, malicious, defamatory,
obscene, pornographic, or that contains a virus or other hostile computer
program, or which constitutes, or encourages the commission of, a criminal
offence, or which infringes any intellectual property right or other right of
any person which may subsist under the laws of any jurisdiction;
3.1.5 to interfere or attempt to interfere with the integrity of the Services,
3.1.6 which fails to observe the procedures which BCL may from time to time
prescribe for the Services;
3.1.7 which is in the sole opinion of BCL detrimental to other Facilitators;
3.1.8 which places on the Internet, obtains through the Internet or transmits
using the Internet any misleading or deceptive business or marketing
practice;
3.1.9 which constitutes a misuse of BCL’s or any other person's confidential
information;
3.1.10 which results in a breach by you of any obligation that it owes to any
person;
3.1.11 to solicit Facilitators, individuals or third parties to become Facilitators of
other competitive services; or
3.1.12 which undertakes any activity which: impedes BCL’s ability to provide its
services; negatively impacts on the operation or the use of the Services, or
its performance for other Facilitators; or wastes BCL resources or prevents
other Facilitators from receiving the full benefit of the Services; or
3.1.13 to send, cause the sending of or otherwise be involved in the sending of
spam.
3.2 From time to time, if BCL receives complaints from third parties regarding
unacceptable use of the Services ("Complaints"), allegedly being conducted by
Facilitators or their Consumers, then you undertake to make all reasonable
endeavours to resolve such complaints by working with such third parties, keeping
BCL informed at all reasonable times and as and when requested by BCL.
3.3 You agree to the waiver form displayed on the first page of the Kajabi training
platform.
4. GRANT OF USE RIGHTS AND RESTRICTIONS
4.1 Subject to these Terms, you have the right to access the Services in order to provide
services to Consumers.
4.2 The Services are personal and you may not permit access to the Services to any
other person without the express consent of BCL.
4.3 BCL retains ownership of all rights in the Services. Other than as expressly set forth
herein, nothing in these Terms grants you any right, title, license or interest in or
relating to the Services and BCL Confidential Information and BCL reserves all rights,
title and interest in and to the Services and BCL Confidential Information, including all
related intellectual property rights.
4.4 You agree to maintain the copyright, trademark, and other notices that appear on the
Services on all associated media. Except as otherwise provided in these Terms, BCL
does not grant you any rights to use its trademarks, Services marks, or other
proprietary symbols or designations without the written consent of BCL.
4.5 You grant to BCL a license to use and reproduce all Customer Data in order to fulfil its
obligations under these Terms.
4.6 Save to the extent expressly permitted by applicable law, you will not allow any third
party to, and you will not:
4.6.1 transfer, sell, lease, lend, disclose, or permit web or other access by third
parties to the Services or any portion thereof or otherwise commercialise
the Services;
4.6.2 use, provide, or allow others access to the Services for the benefit of any
third party;
4.6.3 use or allow the transfer, transmission, export, or re-export, of the Services
or portion thereof, in violation of any applicable export control laws or
regulations;
4.6.4 copy, film, frame, share or mirror any part of the Services, or
4.6.5 access the Services to copy their features, functions or graphics.
4.7 BCL shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable
licence, for the duration of all applicable intellectual property rights, to use in any way
with regard to the Services any suggestions, enhancement requests or other feedback
provided by you and/or the Consumers, relating to the operation of the Services.
5. FEES
5.1 BCL’s fees for the Services are as set out in the relevant literature, website or fee
schedule provided to you at the relevant time.
5.2 Unless otherwise expressly agreed, you will be responsible for paying, or procuring
the payment of, all properly incurred fees.
5.3 If BCL’s fees become overdue or are unpaid BCL retain the right to:
5.3.1 charge interest on all amounts overdue at a rate equivalent to four per cent
above the base rate from time to time of the Royal Bank of Scotland plc
5.3.2 withhold the Services, which includes withdrawing you from any course you
are attending at the relevant time; and
5.3.3 impose a late charge of 15% of the sum outstanding on top of the fees.
5.4 BCL retains the right to withhold your final certificate upon completion of the Services
if fees are outstanding.
5.5 Save for where prescribed by law, refunds are not provided after these Terms have
been agreed and fees have been paid by you to BCL.
5.6 Any deposit paid in relation to the Services is non-refundable.
5.7 Within three months of completion of the Services, BCL warrants to provide you with a
full refund of all fees paid pursuant to these Terms if the Services do not transform an
area of your life. All relevant training must be completed to be eligible for any such
refund and you must have completed all parts of the Services and be up to the
assessment level. Final decision on any refund under this clause to be made by BCL.
6. DATA PROTECTION AND PRIVACY POLICY
6.1 BCL will comply with all applicable requirements of the Data Protection Legislation.
This clause 6 is in addition to, and does not relieve, remove or replace, a party's
obligations under the Data Protection Legislation.
6.2 Neither party consents to the other party appointing any third-party processor of
personal data under this agreement.
7. TERMINATION
7.1 Upon termination of these Terms for any reason, you shall cease all use of the
Services.
7.2 Without affecting any other right or remedy available to it, BCL may terminate these
Terms with immediate effect by giving written notice to you if:
(a) you commit a material breach of the Terms; or
(b) you fail to pay any amount due under the Terms on the due date for payment and
remains in default not less than 14 days after being notified to make such payment.
8. WARRANTIES AND DISCLAIMERS
8.1 BCL warrants that it will provide the Services materially in accordance with the Terms
but other than as set out in the Terms, insofar as liability may lawfully be excluded or
limited, the Services are provided “as is,” without any warranty whatsoever.
9. INDEMNITIES
9.1 You shall defend BCL against any claim, demand, suit or proceeding made or brought
against BCL by a third party:
9.1.1 alleging that the Customer Data, or your use of the Services in breach of
the Terms, infringes or misappropriates the intellectual property rights of a
third party or breaches applicable law;
9.1.2 in respect of your use or misuse of the Services; and
9.1.3 in respect of the use or misuse of the Services by any person using your
access to the Services.
9.2 In respect of any claim, demand, suit or proceeding brought by a third party as set out
in clause 9.1 (a “Claim”) you shall indemnify BCL for any damages, fines, legal
advisor’s fees and costs finally awarded against BCL as a result of, or for any
amounts paid by BCL under a court-approved settlement of, a Claim.
10. LIABILITY
10.1 Nothing in these Terms shall exclude or limit the liability of either party for death or
personal injury caused by that party’s negligence or for fraud or fraudulent
misrepresentation or for any other liability to the extent that the same may not be
excluded or limited as a matter of applicable law.
10.2 Subject to clause 10.2, in no event shall BCL have any liability to you under or in
relation to these Terms or the Services whether in contract, tort or under any other
theory of liability for:
10.2.1 any financial damages as a result of loss or damage to property, economic
loss, cost of replacement services, loss of profits, loss of revenue, loss of
orders, loss of goodwill, and/or loss resulting from damage to image or
reputation in each case whether direct or indirect, or
10.2.2 any indirect or consequential loss or damage arising from or related to the
Terms, howsoever caused and whether or not such losses are foreseeable.
10.3 Subject to clauses 10.2 and 10.3, BCL’s total aggregate liability arising out of or
related to these Terms (whether in contract or tort or under any other theory of liability
and including non-contractual claims) shall not exceed the total amount paid by you
under these Terms.
11. CONFIDENTIALITY
11.1 As used herein "Confidential Information" means all confidential information
disclosed by a party ("the Discloser") to the other party ("Recipient"), whether orally
or in writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the
circumstances of disclosure. Confidential Information shall include Confidential
Information of BCL, which shall include that of its licensor(s), shall include the
Services; and Confidential Information of each party shall include the terms and
conditions of these Terms, as well as business and marketing plans, technology and
technical information, product plans and designs, and business processes disclosed
by such party. Confidential Information does not include information which the
Recipient can demonstrate:
11.1.1 was or became generally available to the public other than as a result of a
disclosure by the Recipient in violation of these Terms; or
11.1.2 was available, or becomes available to the Recipient on a non-confidential
basis prior to its disclosure to the Recipient by the Discloser, but only if:
(a) the source of such information is not bound by these Terms or is
not otherwise subject to a contractual, legal, fiduciary or other
obligation of confidentiality with respect to the information; and
(b) the Recipient provides the Discloser with written notice of such
prior possession either:
(i) prior to the execution and delivery of these Terms; or
(ii) if the Recipient later becomes aware of (through disclosure
to the Recipient or otherwise pursuant to these Terms) any
aspect of the Confidential Information of which the
Recipient had prior possession, promptly upon the
Recipient becoming aware of such aspect; or
(iii) is independently developed by the Recipient without use or
reference to the Discloser's Confidential Information, as
shown by documents and other competent evidence in the
Recipient's possession.
11.2 The Recipient will keep confidential all of the Discloser’s Confidential Information, and
Recipient will disclose the Confidential Information to other Recipient parties who
have a specific need to know such Confidential Information for purposes of these
Terms. The Recipient will ensure that all Confidential Information is properly protected
against theft, damage, loss, or unauthorised access.
11.3 The Recipient will not use the Discloser’s Confidential Information:
11.3.1 in any manner whatsoever, in whole or in part, other than for purposes of
these Terms;
11.3.2 in any manner detrimental to the Discloser; or
11.3.3 other than as contemplated by these Terms, for the benefit of any of the
Recipient, or any outside party.
11.4 In the event that the Recipient becomes legally compelled by a valid order of a court
or other governmental agency to disclose any of the Discloser’s Confidential
Information, the Recipient will, if lawful, provide the Discloser with at least 10 days
prior written notice (or such shorter period if a response or answer is due within fewer
than 10 days) of its intention, as the case may be, to comply with such order for
disclosure so that the Discloser may seek a protective order or other appropriate
remedy to obtain confidential treatment of such Confidential Information. If such
protective order or other appropriate remedy is not obtained, under compliance with
the provisions of these Terms, the Recipient shall furnish only that portion of the
Confidential Information, which the Recipient's counsel reasonably concludes is
legally required to be furnished to avoid standing liable for contempt or suffering other
censure or penalty.
11.5 The Parties acknowledge and agree that the Discloser may suffer irreparable harm if
the Recipient breaches any provision of these Terms, and that damages may not be
an adequate remedy in the event of a breach or threatened breach of these Terms.
The Recipient agrees that, in addition to all other remedies, the Discloser will be
entitled to seek injunctive or other appropriate equitable relief against the Recipient
and the Recipient Representatives in the event of such breach or threatened breach
without proof of actual damages and without any requirement to post a bond or
provide other security. The Recipient agrees to indemnify and hold the Discloser
harmless from any and all direct foreseeable loss, which may reasonably be expected
to result from the Recipient's breach of these Terms, but none shall be entitled to
special, indirect or consequential damages hereunder
12. FORCE MAJEURE
12.1 Where a liability would otherwise exist, neither BCL nor Customer shall be liable to the
extent that the circumstances creating that liability have arisen for reasons outside
their reasonable control.
13. GENERAL TERMS.
13.1 No conditions or other terms, printed or otherwise appearing elsewhere (including on
BCL’s website, social media or introduced by you), or any separate agreement or
terms between the parties, shall be binding on BCL or take precedence over the
Terms.
13.2 Any notice or reports given under these Terms shall be in writing and in the English
language and shall be sufficiently given or made if:
13.2.1 delivered by overnight courier during normal business hours on a Business
Day and left with a receptionist or other responsible employee of the
relevant party at the applicable address first set forth above;
13.2.2 by hand delivery on the date and at the time of delivery;
13.2.3 sent by first class post and shall be deemed received on the second
Business Day after posting; or
13.2.4 sent by email on a Business Day before 4.30p.m and shall be deemed
received on that day.
In any other case, they shall be deemed received on the next Business Day after the
day on which it was sent. Each notice sent in accordance with this clause shall be
deemed to have been received:
13.2.5 if delivered by overnight courier, on the day it was delivered, or on the first
Business Day thereafter if the day on which it was delivered was not a
Business Day;
Either party may change its address for notice by giving written notice to the other
party as provided in this clause.
13.3 A provision of, or a right created under these Terms, may not be waived except in
writing signed by the party granting the waiver, or varied except in writing signed by
the parties. The failure of either party to act in the event of a breach of these Terms by
the other shall not be deemed a waiver of such breach or a waiver of future breaches,
unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
13.4 These Terms shall not be assigned, which term shall include by operation of law by
reason of merger, consolidation, reorganisation or the like, by either party without the
written consent of the other party. Subject to the foregoing, these Terms shall bind
and inure to the benefit of the parties, their respective successors and permitted
assigns.
13.5 The parties to these Terms are and shall be independent and nothing herein shall be
deemed to cause these Terms to create an agency, partnership, or joint venture
between the parties. Both parties shall be responsible for performing their respective
obligations as set forth in these Terms.
13.6 BCL may vary these Terms or the terms of the operation of the Services or the
Services, with prior notice of such condition changes by notice via email to you at its
most recently provided email address or any other delivery method, provided that
notice is in writing. Your continued use of the Services will constitute an acceptance of
the amended terms.
13.7 If any term of these Terms is found to be illegal, invalid, or unenforceable under any
applicable law, such term shall, insofar as it is severable from the remaining terms be
deemed omitted from these Terms and shall in no way affect the legality, validity or
enforceability of the remaining terms.
13.8 Clauses 1, 3, 5, 6, 7, 11 and 13 will survive the termination or expiry of these Terms
and remain binding upon and for the benefit of the parties, their successors and
permitted assignees.
13.9 These Terms and the usage of the Services by you shall be governed by and
construed in accordance with English Law. The Courts of England and Wales will
have exclusive jurisdiction to settle any dispute between us. You irrevocably agree to
submit to such jurisdiction and irrevocably waive any objection to any action or
proceeding being brought in those courts or any claim that any such action or
proceeding has been brought in an inconvenient forum.
