Private Coaching & Consulting Terms & Conditions

Last updated: 24th February 2024

AGREEMENT TO OUR LEGAL TERMS
We are Definitely Definitely Ltd (‘Company‘, ‘we‘, ‘us‘, or ‘our‘), a company registered in England at International House, 124 Cromwell Road, Kensington, London, England SW7 4ET. Our VAT number is GB296685240.
We operate the website http://www.jaimiesarah.com (the ‘Site‘), as well as any other related products and services that refer or link to these legal terms (the ‘Legal Terms‘) (collectively, the ‘Services‘).
We provide marketing consulting and coaching services to help people and businesses succeed.
You can contact us by phone at 07720290116, email at [email protected], or by mail to International House, 124 Cromwell Road, Kensington, London, England SW7 4ET, England.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (‘you‘), and Definitely Definitely Ltd, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the ‘Last updated’ date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.

In accordance with the terms and conditions set out within this Agreement including any Schedules, the Coach agrees to provide the Services as defined below to the Client in exchange for payment of the Fee (as defined below).

1. The Programme

1.1 By entering into this Agreement the Client understands and accepts that they are entering into a programme for the provision of coaching services (the “Programme”) which is to be delivered by way of individual one to one sessions (the “Sessions”) in accordance with the terms of this Agreement.

1.2 The Programme is detailed and shall be delivered pursuant to the terms set out in Schedule 1 to this Agreement.

1.3 The total cost of the Programme (“the Fee”) which the Client shall pay is set out in Schedule 1 together with the payment terms.

1.4 Once the Initial Payment (as defined in Schedule 1) has been received in cleared funds, the Coach shall provide a receipt to the Client and shall confirm the date of the first Session.

2. The Services

2.1 The services to be provided by the Coach as part of the Programme shall include marketing consulting and executive coaching services (“the Services”) and are detailed further in Schedule 1.

2.2 In delivering the Services the Coach agrees to provide them with reasonable care and skill.

2.3In delivering the Services the Coach may engage the services of their employees, contractors and other third-party providers as necessary.

2.4 The Coach will deliver the Services by way of the Sessions which will take place via phone or other online meeting facility.

2.5 The Client understands and accepts that it is the Client’s responsibility to schedule the Sessions with the Coach via text message, email, or other method of contact as expressly agreed by the Coach.

2.6 In the event the Coach is unable to attend a scheduled Session then the Coach will make all reasonable attempts to provide the Client with as much notice as possible and shall ensure that the Session is rescheduled to a mutually convenient time.

2.7 The Client understands and accepts that it is the Client’s responsibility to attend the Sessions at the agreed time and agrees to provide the Coach with at least 24 hours notice of any intention to cancel a scheduled Session. In the event of a cancellation request made in advance of 24 hours’ then in good faith the Coach will make all reasonable attempts to reschedule that Session to a mutually convenient time. Any cancelled Sessions must be rescheduled and take place within 14 days.

2.8 The Client accepts that in the event the Client fails to attend a scheduled Session or fails to provide 24 hours’ notice to cancel, then the Client shall forfeit the right to that Session or be billed for non-attendance.

2.9 The Client accepts and understands that where the Coach is waiting for the Client to join a scheduled Session for more than 15 minutes from the scheduled start time, the Coach will be entitled to treat the Client as a no show and the Client will forfeit their right to that Session.

2.10 In addition to the Services as described in Schedule 1, for the duration of the Programme, the Coach agrees to be available to the Client via Facebook Messenger subject to a maximum weekly limit of 5 minutes using the contact details as set out in Schedule 1. The Coach shall use all reasonable endeavours to respond to Facebook Messenger messages within 48 hours of receipt except on Fridays when messages will be responded to on Monday.

2.11 Should the Client require any further contact in addition to the scheduled Sessions, or otherwise as set out within this Agreement then such contact will be in addition to the Services agreed herein and a further agreement will need to be arranged and separate terms agreed.

2.12 The Client will have access to the Services for a period of 6 months or until the last Session is delivered, whichever is earlier, starting from the date this Agreement is signed.

2.13 In the event that the Client is invited to attend in person meetings, events, retreats or similar then the Client shall be responsible for arranging and funding their own travel and accommodation in order to participate in such activities.

2.14 The Coach reserves the right to make amendments, revisions or changes to the Programme or cancel, amend, change or reschedule any part of the Programme as is reasonably required by the Coach. The Coach shall not be liable to the Client for any changes or cancellations that are made.

3. Client’s Obligations

3.1 The Client accepts and acknowledges that entering into this Agreement does not establish any form of legal business relationship and that the Coach is only liable to the Client in respect of the Services provided and to the extent as set out herein.

3.2 The Client accepts that as part of the Client’s participation in the Programme they may be required to review and make decisions concerning their business, brand, lifestyle, home life, finances, education, development, health and wellness and that any such reviews, subsequent decisions, implementation and action will be the sole responsibility of the Client.

3.3 The Client accepts and understands that they are solely responsible for making decisions and taking appropriate action as a result of any matters reviewed or discussed during the Programme and that the Coach shall not be liable for the Client’s failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of the Client’s participation in the Programme.

3.4 The Client understands and accepts that engagement in the Programme and acceptance of the Services is not a substitute for counselling or other therapy services. In the event that the Client is currently undergoing medical or other professional help concerning their mental health then the Client should inform their practitioner of the existence of this Agreement and the extent of the Services being provided and inform the Coach if appropriate and relevant.

3.5 The Client acknowledges that it is their responsibility to attend the Sessions as agreed and during such Sessions to participate fully, and communicate openly and honestly.

3.6 In the event the Client has any concerns as to the Coach’s delivery of the Services or the Client’s participation in the Programme in any way the Client agrees to notify the Coach of such concerns by email as soon as possible. The Coach agrees that upon receipt of notification of such concerns that the Coach will use all reasonable efforts to work with the Client to resolve the Client’s concerns.

3.7 The Client understands that, once signed, this Agreement can only be cancelled or terminated in accordance with the relevant provisions contained within this Agreement and that refunds only apply as set out in Clause 5.

3.8 The Client confirms that all information provided to the Coach, including information which is personal and/or confidential, is true, correct, up to date and complete.

3.9 The Clients agrees and understands that participation in the Programme does not guarantee results or success. As part of the Programme the Client will have access to information, resources, people and support all designed to benefit the Client but it is the Client’s responsibility to take action and to implement the necessary information received and/or skills or tools shared.

3.10 The Client accepts and understands that any materials and information provided during the course of the Programme and delivery of the Services is for general information purposes only and does not constitute legal or financial advice.

3.11 The Client agrees that they will not canvass, promote or advertise their products or services to any employee, client or contractor of the Coach or use their participation within the Programme to canvass, promote or advertise their products or services without the Coach’s express consent, such consent not to be unreasonably withheld.

3.12 The Client agrees that during the Programme and for a period of 12 months afterwards, that they shall not solicit any of the Coach’s clients or prospective clients without the Coach’s express consent, such consent not to be unreasonably withheld.

3.13 The Client agrees that for the duration of the Programme and for a period of 24 months afterwards, that the Client will not employ, engage or attempt to induce, employ, solicit or entice away from the Coach any of the Coach’s employees, or contractors that were engaged, employed or contracted to the Coach at any point during the period of the Programme without the Coach’s express consent in writing, such consent not to be unreasonably withheld.

3.14 The Client agrees to indemnify and hold harmless the Coach for any action taken against the Coach due to the Client’s violation or disregard of:

3.14.1any provision of this Agreement;

3.14.2the Client’s participation in any way in the Programme.

4. Late Payment

4.1 The Client is responsible for ensuring that payment of the Fee or any instalment of the Fee is paid in full and on time in accordance with the payment terms set out in Schedule 1 to this Agreement.

4.2 Without prejudice to any other right or remedy that the Coach may be entitled to, where a Client’s account is beyond 7 days overdue and payment cannot be taken via payment details previously provided to the Coach then:

4.2.1 the Coach shall be entitled to withhold delivery of Services until payment has been made in respect of the outstanding amount; and

4.2.2 interest shall accrue and be added to the Client’s account on a daily basis as from the date payment is due until full payment (including accrued interest) is received by the Coach. Interest will be calculated on the outstanding Fee at a rate of 5% over the Bank of England’s base rate from time to time; and

4.2.3 a fixed administration fee of £50 shall be added to the Client’s account.

4.3 In the event a Client’s account is beyond 30 days overdue then the Coach shall be entitled to cancel the Agreement and to instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred.

4.4 In the event a Client’s account is beyond 30 days overdue then the Coach shall be entitled to cancel the Agreement and to instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred.

5.  Refund Policy

5.1 No refund policy shall apply to the Client’s purchase of the Programme save for Clause 5.2.

5.2 In the event an unforeseen or unexpected event arises that prevents the Coach from delivering the Programme and the Services as set out within this Agreement, then the Client may be entitled to a partial refund of the actual Fee paid as at the date of the event, based on a pro-rata calculation taking into account resources, materials and Sessions already provided and number of Sessions remaining. The decision to offer a refund in such circumstances is at the sole discretion of the Coach and will be decided on a case by case basis.

6. Termination

6.1 This Agreement may be terminated by either party providing written notice in accordance with the terms of this Agreement in the following circumstances:

6.1.1either Party commits a material breach, and in the event that it is a breach being capable of remedy, the Party in breach fails to remedy the breach within 14 days of being notified of the breach by the other Party; or

6.1.2either Party commits a material breach which is incapable of being remedied;

6.1.3you provide us with 14 days’ notice to cancel this Agreement. Please remember that no refunds apply and you will be liable for full payment of the Fee despite giving notice of cancellation.

6.2 The Coach will be entitled to limit the Services or suspend, and/or terminate the Agreement without refund of any Fee, whether paid or remaining due and payable, if the Coach reasonably determines that the Client:

6.2.1 is becoming disengaged, disruptive or if the Client impairs the participation or progress of the Programme and/or provision of the Services. For the purposes of this Agreement the terms disengaged and disruptive shall be given their ordinary dictionary meaning and examples of such behaviour shall include, but not be limited to, displaying a lack of interest in the Services, repeatedly requesting Sessions to be rescheduled without reasonable justification or reason, failing to positively contribute to discussions during Sessions or other contact, repeatedly ignoring or failing to respond to emails or other messages, communicating in a way which is abusive or intended to cause offence; and/or

6.2.2is failing to follow or abide by any of the terms set out within this Agreement or any other terms or guidelines as may be agreed whether such action constitutes a material breach or not.

6.3 Upon termination of this Agreement for any reason:

6.3.1 the Client’s access to all Services, access to any private social media accounts or groups, and any other online resources, will be removed, unless expressly agreed otherwise. The Coach will not be liable to the Client for any claims relating to the removal of that access;

6.3.2 any Fee or other monies owed to the Coach by the Client will become immediately due and payable;

6.3.3 any terms of this Agreement which either expressly or by its nature relates to the period of time after termination and/or the Services have been delivered, shall remain in full force and effect’;

6.3.4 both Parties agree to stop using, either directly or indirectly any Confidential Information, and shall immediately return to the other any documents in their possession or control which contain any Confidential Information.

6.4 In the absence of any earlier termination in accordance with Clauses 6.1 or 6.2, this Agreement will terminate on the date set out in Schedule 1.

7. Confidentiality, Intellectual Property and Data Protection

7.1 In order to maximise the efficiency and results of the Programme the Client accepts that they will be encouraged to disclose personal and / or confidential information. The Coach understands and respects the value of such information and shall not, either directly or indirectly, communicate or disclose, make available to, or use for his/her own benefit or for the benefit of any other person or entity, the Client’s Confidential Information. For the purposes of this Agreement Confidential Information shall include, but not be limited to personal information, ideas, know-how, business practices, materials, content, documents, videos, audio recordings, presentations, resources, downloads, podcasts, workbooks, concepts and techniques, plans, trade secrets, and other confidential and/or proprietary information (collectively, “Confidential Information”).

7.2 Confidential Information for the purposes of this Agreement excludes any information that:

7.2.1 was already known to the Coach prior to being provided with that information by the Client;

7.2.2is already accessible in the public domain;

7.2.3is provided to the Coach by a third party separately from this Agreement and without any breach of the terms of this Agreement; or

7.2.4is produced, developed or collated by the Coach independently of the Client and without any breach of the terms of this Agreement.

7.3 In the event information is provided to the Coach by the Client which causes the Coach to fear that the Client is at risk of danger to themselves or others then in such circumstances the Coach will be permitted to disclose such information as is necessary for the protection of the Client or others.

7.4 This clause will not apply in the event the Coach is subject to a relevant court or other form of legal or statutory order requiring disclosure by the Coach.

7.5 By entering into this Agreement the Client hereby agrees and undertakes that from the date of this Agreement;

7.5.1not to infringe any of the Coach’s copyrights, patents, trademarks, trade secrets or other intellectual property rights;

7.5.2that any Confidential Information disclosed by the Coach is confidential and proprietary, and belongs solely and exclusively to the Coach;

7.5.3not to disclose, communicate, make available to or use for his/her own benefit, whether directly or indirectly the Coach’s Confidential Information other than in discussion during Programme sessions;

7.5.4not to use any of the Coach’s Confidential Information or other materials or resources for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to the Coach’s business or reputation.

7.5.5that all materials, content, documents, video and audio recordings, presentations, resources, downloads, podcasts, workbooks, handouts and any other information and data provided by the Coach is the Coach’s confidential and proprietary intellectual property and belongs solely and exclusively to the Coach, and may only be used by the Client as expressly authorised by the Coach and that nothing within this Agreement constitutes a transfer of any intellectual property or grant of a licence or any right to use unless expressly set out in this Agreement or expressly agreed by the Coach in writing; and

7.5.6the reproduction, distribution, and/or sale of any information or materials provided during provision of the Services or at any time thereafter by anyone but the Coach is strictly prohibited. The Client agrees that in the event of any breach of their obligations contained in this Agreement then damages, loss or irreparable harm may arise and that in such circumstances the Coach will be entitled to seek relief, including injunctive relief against the Client;

7.6 As part of delivery of the Services the Coach will provide certain materials and resources under licence. These materials shall include, but not be limited to, the Programme handouts, workbooks, Programme materials and resources. The licence for these documents and materials shall come into force upon full payment of the Fee (including any accrued interest, where applicable) to the Coach. Where any of the materials and resources provided by the Coach contain intellectual property belonging to a third party and not the Coach, the use of that material will be governed by that third party’s terms and it shall be the Client’s responsibility to seek consent to use that material. The Coach will not be liable to the Client in respect of the Client’s use or attempted use of materials which contain intellectual property belonging to a Third Party.

7.7 The Coach will grant to the Client a personal, limited, non-transferable, non-exclusive, revocable licence to access and use the materials and resources provided as part of the Programme solely for the Client’s business purposes and for the purposes as intended by this Agreement.

7.8 The Client must not use any of the materials or resources provided by the Coach during delivery of the Programme for:

7.8.1any commercial purpose or benefit without first obtaining the Coach’s express written permission and relevant licence if applicable;

7.8.2any purposes which are unlawful, would cause harm or distress to another person or would cause damage to our business or reputation.

7.9 No recording of any of the Programme Sessions or any live webinars or video resources that are shared by the Coach as part of the Programme is permitted without the Coach’s express consent.

7.10 In respect of the Services to be provided under this Agreement each party agrees that in relation to any information, whether confidential or not, that is shared between the Parties that they shall be individually responsible to comply with any and all relevant data protection laws and legislation.

7.11 Any information or data that is provided by the Client pursuant to this Agreement, including personal data and Confidential Information, will be maintained by the Coach and stored, accessed and processed in accordance with recognised data protection legislation. For full details of how the Coach processes personal data, reference should be made to the Privacy Notice displayed at the Coach’s website.

7.12 Both Parties agree to take appropriate steps to keep all Confidential information safe and secure and to protect against loss and destruction, including accidental, and any unlawful or unauthorised processing.

7.13 Both Parties agree to providing a copy of all personal information held upon receipt of a proper and reasonable data request. Any such request shall be dealt with in a reasonable time.

7.14 All documentation and information provided to the Coach during the course of the Programme will be retained in accordance with relevant retention guidance for a period of no less than 6 years.

7.15 The obligations set out within this Clause 7 shall survive the termination of this Agreement.

8. Liability

8.1 The Coach has made every effort to accurately represent the Programme and the Services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. Each client’s success depends on many factors, including his or her background, dedication, desire, and motivation. As with any business endeavour, there is an inherent risk of loss of capital and the Coach makes no guarantee, representation or warranty with respect to the Services provided.

8.2 The Coach will not be liable to the Client for any indirect, consequential or special damages.

8.3 In the event damages are incurred by the Client as a result of the Coach’s default or violation of any of the terms of this Agreement, the Coach’s entire liability under this Agreement is limited to the amount paid by the Client to the Coach as at the time the loss is sustained.

8.4 During the term of this Agreement and at any time thereafter, the Client agrees to take no action which is intended, or would reasonably be expected, to harm the Coach, her agents, employees, contractors, or clients, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Coach, her agents, employees, contractors, or clients.

8.5 In the event a dispute arises in connection with this Agreement and the provision of the Services which is incapable of being resolved by mutual consent then the Parties agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible following mediation then legal action shall be commenced.

8.6 The Parties agree that they have adequate Insurance cover to meet any liabilities that may arise in connection with this Agreement.

9. Notice

9.1 Where reference in this Agreement is made to the provision of a notice then any such notice shall be validly served if sent by email, or first-class post to the address of the other party as set out in this Agreement and shall be deemed served as follows:

a) if sent by email, upon receipt of a valid delivery notification, if prior to 5pm UK time, or at 9am the following business day;

b)if by post, on the second business day after posting.

10. General

10.1 The failure of either Party to actively enforce any provision of this Agreement shall not prevent that party from subsequently seeking to enforce any term or obligation of this Agreement and any such failure shall not constitute a waiver, diminution or limitation of any right.

10.2 In the event any provision of this Agreement is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.

10.3 This is the entire agreement between the Parties and supersedes all other negotiations, drafts, correspondence and discussions prior to the execution of this Agreement.

10.4 Every effort will be made to carry out this Agreement and provide the Services, but the Coach shall not be liable for any delay or failure in provision of the Services should the Coach be prevented or delayed by reason of an Act of God, Strike, War, Riots, Lock Outs, Fire, Flood, Accident, Delays in Transit, any Act or Omission of a Telecommunications officer or Third Party Supplier of Services, or any other circumstances beyond the Coach’s control. In such circumstances time of delivery of Services shall be extended until a reasonable time after the event preventing or interfering with the due execution, and under no circumstances will the Coach be liable for any loss or damage suffered by the Client as a result thereof.

10.5 The Coach acknowledges the importance of telecommunications to the delivery of the Programme and agrees to use all reasonable endeavours to provide reasonable contingency provisions to limit any impact or delay which may be caused to the provision of the Services by delay or failure of Telecommunications services. Nothing in this provision will affect the application of this clause where an unexpected event occurs.

10.6This Agreement is formed in the United Kingdom, the principal place of business for the Coach and this Agreement and the rights of the parties to this Agreement shall be governed by the laws of England and Wales. The Parties to this Agreement submit to the exclusive jurisdiction of the Courts of England and the laws from time to time in force.

10.7 The Client agrees that no other representations have been made by the Coach to induce the Client into entering into this Agreement and no modification to the terms of this Agreement shall be effective unless in writing and signed by both parties.

10.8 Save as provided for in clause 8.4 the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

10.9 The Client acknowledges that he/she has been given sufficient time to seek legal advice prior to entering into this Agreement.

1. OUR SERVICES
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the ‘Content’), as well as the trademarks, service marks, and logos contained therein (the ‘Marks’).
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services ‘AS IS’ for your personal, non-commercial use only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the ‘PROHIBITED ACTIVITIES‘ section below, we grant you a non-exclusive, non-transferable, revocable licence to:
  • access the Services; and
  • download or print a copy of any portion of the Content to which you have properly gained access.
solely for your personal, non-commercial use.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected]. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the ‘PROHIBITED ACTIVITIES‘ section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (‘Submissions’), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material (‘Contributions’). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a licence (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicence the licences granted in this section. Our use and distribution may occur in any media formats and through any media channels.
This licence includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
  • confirm that you have read and agree with our ‘PROHIBITED ACTIVITIES‘ and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
  • to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
  • warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licences to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
  • warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
Copyright infringement
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the ‘COPYRIGHT INFRINGEMENTS‘ section below.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorised purpose; and (7) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. PRODUCTS
We make every effort to display as accurately as possible the colours, features, specifications, and details of the products available on the Services. However, we do not guarantee that the colours, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colours and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
6. PURCHASES AND PAYMENT
We accept the following forms of payment:
–  Visa
–  Mastercard
–  American Express
–  Discover
–  PayPal
 
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Pounds.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorise us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge and any other outstanding charges due, until such time as you cancel the applicable order or orders. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgement, appear to be placed by dealers, resellers, or distributors.
7. RETURN/REFUNDS POLICY
All sales are final and no refund will be issued.
8. SOFTWARE
We may include software for use in connection with our Services. If such software is accompanied by an end user licence agreement (‘EULA’), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable licence to use such software solely in connection with our services and in accordance with these Legal Terms. Any software and any related documentation is provided ‘AS IS’ without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any software. You may not reproduce or redistribute any software except in accordance with the EULA or these Legal Terms.
9. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorised framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
  • Use the Services to advertise or offer to sell goods and services.
  • Sell or otherwise transfer your profile.
  • Infringe any of the Coach’s copyrights, patents, trademarks, trade secrets or other intellectual property rights
  • Disclosure of any Confidential Information disclosed by the Coach or other clients
  • Recording of any Programme Sessions or any live webinars or video resources that are shared by the Coach as part of any Programme (free or paid) is permitted without the Coach’s express consent
  • Using any of the Coach’s Confidential Information or other materials or resources for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to the Coach’s business or reputation
  • the reproduction, distribution, and/or sale of any information or materials provided during provision of the Services or at any time thereafter by anyone but the Coach is strictly prohibited. The Client agrees that in the event of any breach of their obligations contained in this Agreement then damages, loss or irreparable harm may arise and that in such circumstances the Coach will be entitled to seek relief, including injunctive relief against the Client;
  • use of materials provided for any commercial purpose or benefit without first obtaining the Coach’s express written permission and relevant licence if applicable
  • use of materials provided for any purposes which are unlawful, would cause harm or distress to another person or would cause damage to our business or reputation.
  • taking any action which is intended, or would reasonably be expected, to harm the Coach, her agents, employees, contractors, or clients, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Coach, her agents, employees, contractors, or clients.
10. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, ‘Contributions’). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
11. CONTRIBUTION LICENCE
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sublicences of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This licence will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorise any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
12. GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organise a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and licence to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.
13. SOCIAL MEDIA
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a ‘Third-Party Account’) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the ‘Social Network Content’) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
14. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site) links to other websites (‘Third-Party Websites’) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (‘Third-Party Content’). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
15. ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
16. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
17. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://jaimiesarah.com/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United Kingdom. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Services, you are transferring your data to the United Kingdom, and you expressly consent to have your data transferred to and processed in the United Kingdom.
18. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a ‘Notification’). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
19. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
20. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
21. GOVERNING LAW
These Legal Terms are governed by and interpreted following the laws of England and Wales, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country to residence. Definitely Definitely Ltd and yourself both agree to submit to the non-exclusive jurisdiction of the courts of England, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in England, or in the EU country in which you reside.
22. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a ‘Dispute’ and collectively, the ‘Disputes’) brought by either you or us (individually, a ‘Party’ and collectively, the ‘Parties’), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, England. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of England.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
23. CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
24. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
25. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE one (1) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
26. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
27. USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
29. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
30. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
31. PAYMENTS
Clients are responsible for ensuring that payment of any fees or any instalment of fees are paid in full and on time. 4.2 Without prejudice to any other right or remedy that the Company may be entitled to, where a Client’s account is beyond 7 days overdue, payment will be taken automatically via payment details previously provided to the company, and if payment cannot be taken via payment details previously provided to the Company then: 4.2.1 the Company shall be entitled to withhold delivery of Services until payment has been made in respect of the outstanding amount; and 4.2.2 interest shall accrue and be added to the Client’s account on a daily basis as from the date payment is due until full payment (including accrued interest) is received by the Company. Interest will be calculated on the outstanding Fee at a rate of 5% over the Bank of England’s base rate from time to time; and 4.2.3 a fixed administration fee of £50 shall be added to the Client’s account. 4.3 In the event a Client’s account is beyond 30 days overdue then the Company shall be entitled to cancel the Agreement and to instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred. 4.4 In the event a Client’s account is beyond 30 days overdue then the Company shall be entitled to cancel the Agreement and to instruct a collection agent or solicitor to seek recovery of the Fee along with interest and any accrued costs incurred.
32. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Definitely Definitely Ltd
International House, 124 Cromwell Road, Kensington
London, England SW7 4ET
England
Phone: 07720290116