The terms and conditions set out in this Agreement apply to the provision of any services by Nikki Thomas (“the Provider”, “We”, “Us”, “Our”) whose registered office is at International House, 24 Holborn Viaduct, London, EC1A 2BN to the person buying the services (“the Client” “You”).
1.2 All services provided by Us will be subject to the terms contained within this Agreement and you are deemed to have accepted them when you purchase any of our services, unless we expressly agree in writing otherwise.
2. Definition and Interpretation
2.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
means the person or entity that purchases Services from the Provider
has the meaning as set out within Clause 10 below;
means the amount payable by the Client to the Provider in connection with the delivery of the Services;
means the Provider and Client together;
means any information which is capable of identifying another individual as further defined within the General Data Protection Regulation 2016/679 (“GDPR”);
means the Services which are to be provided by the Company to the Client which may include, but are not limited to, group coaching and mentoring, business support services, online self-study courses, video trainings or tutorials, as set out in the Schedule, which are designed to support the Client in achieving personal and business growth.
2.2 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
2.3 Words imparting the singular shall include the plural and vice versa.
3. Provision of Services
3.1 The Provider shall deliver the Services to the Client with reasonable care and skill consistent with best practices and standards applicable to the Provider’s marketplace.
3.2 The Provider agrees to comply with all relevant regulations, guidance, standards and codes of conduct that apply or are relevant to the provision of the Services.
3.3 The Services will be delivered in accordance with the details set out in the relevant Schedule attached.
3.4 The Provider shall use reasonable endeavours to deliver the Services within the timescale as set out in the Schedule however; time shall not be of the essence for delivery.
3.5 In delivering the Services the Provider may engage the services of their employees, contractors and other third-party providers as necessary.
3.6 In the event an unforeseen or unexpected event arises as contained in clause 12.3 that prevents the Provider from delivering the Services or any element of the Services then you shall be notified by email. The Provider shall not be liable to you for any failure to deliver the Services or any delay in delivery of the Services. In the event an unforeseen or unexpected event arises which continues for a period in excess of 90 days then either Party will be entitled to terminate or cancel this Agreement in accordance with clause 8. This clause does not affect the Client’s rights to cancel and receive a full refund in accordance with clauses 8.2 or 9 (if applicable).
3.7 Whist the Provider will make every effort to provide the Services which the Client has purchased, as set out in the relevant Schedule, the Provider reserves the right to amend, revise or change the Services or cancel, amend, change or reschedule any part as reasonably required by the Provider without any notice to the Client. The Provider shall not be liable for any changes or cancellations that are made to the Services.
3.8 As part of the Services you may receive materials, information, data and other content from the Provider. By purchasing the Services, you agree and accept that all such material is the Provider’s confidential and proprietary intellectual property and belongs solely and exclusively to the Provider and can only be used by you in connection with your participation and use of the Services and should not be copied, disclosed, or used for any commercial reasons without the Provider’s express consent.
3.9 The Services are business services and are designed to be used for business purposes.
3.10 Where the Services are delivered as part of a group experience any information, support and guidance you receive will not be personal to you and should not be taken or relied upon as advice, guidance or information personal to you.
3.11 Where the Services that you purchase include coaching calls these will be provided by an online meeting facility or telephone. The dates and times of these calls will be arranged by the Provider and notified to you by email. It shall be the Client’s responsibility to attend the coaching calls as arranged and no alternative or replacement dates or times shall be offered if the Client is unable to attend for whatever reason.
4. Client’s Obligations
4.1 The Client shall use all reasonable endeavours to ensure that the Provider is given all necessary information which is required to enable the Provider to deliver the Services.
4.2 The Provider shall not be liable for any delay in the delivery of the Services caused by the Client’s failure to comply, or delay in complying, with any of the provisions in this Section.
4.3 Where the Services the Client purchases include group sessions, access to a private Facebook group or other private group or members area, the Client agrees to conduct themselves in a reasonable and responsible manner at all times when accessing the private groups or areas or during any group calls or group sessions and agrees not to act in a manner which may cause offence, distress or alarm to any other Client, group participant or group member accessing the Services.
4.4 In the event the Client has any concerns as to any aspect of the Provider’s delivery of the Services the Client agrees to notify the Provider of such concerns by email to firstname.lastname@example.org as soon as possible. The Provider agrees upon receipt of such notification by email to use reasonable efforts to work with the Client to resolve their concerns.
4.5 The Client agrees that they will not canvass, promote or advertise their products or services to any employee, other Client, contractor or any other individual accessing the Provider’s services, or use their participation in the Services or access to the Services to canvass, promote or advertise their products or services without the Provider’s express consent.
4.6 In the event the Client refuses or fails to comply with this Clause 4 the Provider will be entitled to terminate the Services.
5. Fees and Charges
5.1 The Fees for the Services are as set out in the relevant Schedule.
5.2 All payments to be made to the Provider by the Client shall be made in GBP by credit card, PayPal or Stripe.
5.3 The Fee is calculated exclusively of VAT and any other taxes which may apply.
5.4 Any deposit payable shall be non-refundable unless the Provider fails to deliver the Services by reason of their own fault or failure.
5.5 Time shall be of the essence in respect of the payment of the Fee, any instalment of the Fee and/or any deposit.
5.6 Payment of the Fee shall be made without deduction, set off or any form of withholding except as is required by law.
5.7 Cleared payment of the relevant Fee must be received by the Provider before the Client shall be entitled to access the Services.
6. Late Payment
6.1 The Client is responsible for ensuring that payment of the Fee or any instalment of the Fee (if applicable) is paid in full and on time in accordance with the payment terms set out in the Schedule.
6.2 If payment of the Fee or any instalment is beyond 7 days overdue, then the Provider shall be entitled to any or all of the following remedies:
(I) to withhold delivery of the Services until payment has been made in respect of the outstanding amount;
(II) to apply a fixed sum charge in the sum of £50 to the Client’s account;
(III) to apply interest 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 Provider. Interest will be calculated on the outstanding Fee at a rate of 8% over the Bank of England’s base rate from time to time.
(IV) in the event a Client's account is beyond 21 days overdue the Provider shall be entitled to instruct a collection agent or solicitor to seek recovery of the Fee along with any late payment fee and any accrued costs incurred in taking such action.
(V) in the event a Client’s account is beyond 21 days overdue the Provider will be entitled to remove the Client from any groups, membership areas, or similar resources which have been provided as part of the Services.
7. Refund Policy
7.1 No refund policy shall apply to the Client’s purchase of the Services save for Clause 8.2 & 9 (Consumer).
7.2 In the event an unforeseen or unexpected event arises in accordance with clause 3.6 then the Client may be entitled to a partial refund of the Fee paid based on a pro-rata calculation of any of the Services which are yet to be performed or delivered. The decision to offer a refund in such circumstances is at the sole discretion of the Provider.
8. Cancellation and Termination
8.1 The Client shall have the right to cancel this Agreement by providing notice to the Provider by email to email@example.com.
8.2 Where a request to cancel is received by the Provider within 14 days from the date of purchase of the Services (“the Cancellation Period”) then subject to the Client having submitted, reviewed and completed all of the relevant course materials (where applicable) the Client will be entitled to a full refund of the Fee paid (or relevant instalment) as at the date of the notice of cancellation.
8.3 Upon cancellation or termination pursuant to the terms of this Agreement, all payments in respect of the Fee shall become immediately due and payable unless such cancellation has been affected pursuant to either clauses 8.2 or 9.
8.4 For the safety, protection and benefit of other Clients of the Provider, the Provider reserves the right to cancel a Client’s access to any of the Services at any time. In the event such a situation arises the Provider does not need to provide a reason for the cancellation and any refund will be considered at the Provider’s discretion.
8.5 The Provider reserves its rights to terminate a Client’s access to the Services, with immediate effect, if the Client:
(a) commits a material breach of its obligations under this Agreement; or
(b) fails to provide payment of any amount due in respect of the Fee as and when it becomes due; or
(c) has a bankruptcy petition presented against it or becomes subject to a bankruptcy order; or
(d) enters into a voluntary arrangement pursuant to the Insolvency Act 1986; or
(e) any of the circumstances arise as set out in clause 8.6.
6. The Provider will be entitled to limit the Services or suspend, and/or terminate the arrangement without refund of any Fee, whether paid or remaining due and payable, if the Provider reasonably determines that the Client:
(a) is becoming disengaged, disruptive or if the Client impairs the provision of the Services or the enjoyment of the Services by any other Client of the Provider. 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, failing to respond positively to requests for further information 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
(b) is 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.
8.7 Upon termination of the Agreement for any reason:
(I) all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect; and
(II) each party shall (except to the extent referred to in clause 10.3) cease to use, either directly or indirectly any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain a record of any Confidential information.
9. Consumer rights
9.1 This clause 9 only applies if:
(I) for the purposes of requesting our Services you are instructing us as a consumer (which means acting for purposes that are wholly or mainly outside of your trade, business, craft or profession);
(II) the Consumer Contract (Information, Cancellation and Additional Charges) Regulations 2013 (the ‘Regulations’) apply to the Agreement between you and us; and
(III) this Agreement between is a “distance contract” or an “off premises” contract (as defined in the Regulations).
9.2 This clause 9 applies in addition to and without prejudice to your rights to end our arrangement pursuant to clauses 8.1 and 8.2. In accordance with the Regulations you may cancel the Agreement between you and us within the statutory cancellation period of 14 days that begins on the day after the Agreement is entered into. You will lose your statutory right to cancel after the expiry of this period but you may still end our arrangement in accordance with clause 8.1.
9.3 To exercise your right to cancel pursuant to this clause 9 you must contact us in writing by email at firstname.lastname@example.org before the 14-day period has expired. Clause 8.2 will apply in relation to your refund.
10. Confidentiality, Intellectual Property and Data Protection
10.1 In order to benefit fully from the delivery of the Services the Client accepts that they may be encouraged to disclose Personal Data and / or Confidential Information. The Provider 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 idea’s, know-how, business practices, concepts and techniques, plans, trade secrets, and other confidential and/or proprietary information (collectively, “Confidential information”) that the Client may disclose to the Provider or that may be disclosed as part of the provision of the Services to which these Terms and Conditions relate.
10.2 Confidential Information for the purposes of this Agreement excludes any information that:
(a) was already known to the Provider prior to being provided with that information by the Client;
(b) is already accessible in the public domain;
(c) is provided to the Provider by a third party separately from this Agreement and without any breach of the terms of this Agreement; or
(d) is produced, developed or collated by the Provider independently of the Client and without any breach of the terms of this Agreement.
10.3 The Provider will grant to the Client a personal, limited, non-transferable, revocable license to access and use any materials and resources provided as part of the Services solely for the Client’s business purposes and for the purposes intended by this Agreement.
10.4 Where processing of Personal Data takes place, the Client shall be the ‘data controller’ and the Provider shall be the ‘data processor’ as defined in the General Data Protection Act (GDPR) as may be amended from time to time.
10.5 The Provider shall only process data to the extent reasonably required to enable proper delivery of the Services as purchased by the Client.
10.6 The Provider shall only retain personal data for as long as is necessary to allow completion and delivery of the Services.
10.7 The Provider agrees not to disclose any Personal Data to any third party other than its employees, agents or advisors and shall ensure that any such persons agree to process the data in compliance with the relevant data protection legislation, namely the GDPR.
10.8 The Provider confirms that it has put in place reasonable technical and organisational processes and measures to ensure the safety and security of any Personal Data processed by the Provider on behalf of the Client.
10.9 This clause will not apply in the event the Provider is subject to a relevant court or other form of legal or statutory order requiring disclosure by the Provider.
10.10 By purchasing the Services the Client hereby agrees and undertakes that from the date of purchase and for a period of 2 years afterwards;
(a) not to infringe any of the Provider’s copyrights, patents, trademarks, trade secrets or other intellectual property rights;
(b) that any Confidential Information disclosed by the Provider is confidential and proprietary, and belongs solely and exclusively to the Provider;
(c) not to disclose such Confidential Information to any other person or use it in any manner other than in discussions as part of provision of the Services;
(d) that all materials, information and any data provided by the Provider is the Provider’s confidential and proprietary intellectual property and belongs solely and exclusively to the Provider, and may only be used by the Client as expressly authorised by the Provider; and
(e) 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 Provider 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 Provider will be entitled to seek relief, including injunctive relief against the Client.
10.11 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.
10.12 Any information or data that is provided pursuant to this Agreement, including Confidential Information, will be maintained by the Provider and stored, accessed and processed in accordance with recognised data protection legislation.
10.13 Both Parties agree to take appropriate steps to keep all information safe and secure and to protect against loss and destruction, including accidental, and any unlawful or unauthorised processing.
10.14 Both Parties agree to providing a copy of all information held upon receipt of a proper and reasonable data request. Any such request shall be dealt with in a reasonable time.
10.15 The Provider will be permitted to disclose Confidential Information to any director, officer, employee, agent, sub-contractor or adviser only to the extent necessary for the performance of the Services.
10.16 All documentation and information disclosed to the Provider in connection with the Client’s purchase of Services will be retained in accordance with relevant retention guidance for a period of no less than 6 years.
10.17 The provisions of this Clause 10 shall continue in force in accordance with their terms notwithstanding the termination of the arrangement for any reason.
11.1 The Client’s purchase of any Services and your compliance with this Agreement does not constitute or imply any business relationship other than as set out within this Agreement.
11.2 The Provider has made every effort to accurately represent 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. As with any business endeavour, there is an inherent risk of loss of capital and the Provider makes no guarantee, representation or warranty with respect to the Services provided.
11.3 The Provider shall not be liable (whether caused by the Provider, its agents, employees or otherwise) to the Client for:
(I) any indirect, consequential or special damages, losses or costs;
(II) any loss of profits, business, data, reputation or goodwill or any such anticipated losses;
(III) any failure to deliver the Services where we are prevented due to a reason behind our reasonable control; or
(IV) any losses arising from your choices of Services requested or your use of the Services once delivered.
11.4 In the event damages are incurred by the Client as a result of the Provider’s default or breach of this Agreement, the Provider’s entire liability under this Agreement is limited to the amount of the Fee paid by the Client as at the time the loss is sustained. The Client agrees and acknowledges that this clause 11.4 is fair and reasonable given the nature of this Agreement and the provision of the Services.
11.5 Nothing in this Agreement shall limit or exclude the Provider’s liability for death or personal injury caused by the Provider’s negligence or for any fraudulent misrepresentation.
11.6 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 Provider, 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 Provider, her agents, employees, contractors, or clients.
11.7 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 either Party shall be at liberty to commence legal action.
11.8 The Parties agree that they have adequate Insurance cover to meet any liabilities that may arise in connection with this Agreement.
12.1 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.
12.2 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.
12.3 Every effort will be made to deliver the Services in accordance with this Agreement but the Provider shall not be liable for any delay or failure in provision of the Services should the Provider 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 Provider’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 Provider be liable for any loss or damage suffered by the Client as a result thereof.
12.4 This Agreement shall be governed by the exclusive jurisdiction of the Courts of England and the laws from time to time in force.
12.5 The Client agrees that no other representations have been made by the Provider to induce the Client into purchasing the Services and no modification or variation to this Agreement shall be effective unless in writing and signed by both Parties.