Introduction

These Terms of Purchase set out how you (the User) can make purchases from our Site. Please read them carefully. We pride ourselves in providing a high level of customer service and ensuring that you are clear in respect of all of your rights relating to your purchase.

We are not a financial advisory or consultancy firm. We are a company based in the UK who specialise in supporting entrepreneurs, predominantly those who operate virtually online. Our Terms of Purchase are governed by UK legislation.

 

AGREEMENT

1.   Definitions

1.1 The following terms apply to this Agreement:

"Agreement" means this Agreement including any Schedules, and any amendments to this Agreement made and agreed in writing;

"Charges" means the following amounts:

(a) the amounts specified in the Sales Page and Checkout Page, and

(b) such amounts as may be agreed in writing by the parties from time to time; 

"Deliverables" means the services as specified in the Sales Page and Checkout Page that the Coach has agreed to deliver to the Client under this Agreement;

"Effective Date" means the date of execution of this Agreement;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, passing off rights, unfair competition rights, patents, and rights in designs);

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means the coaching services specified in the Sales Page and Checkout Page;

"Term" means the term of this Agreement, commencing in accordance with Clause 2. 

2.   Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force, subject to termination in accordance with clause 11, for a period of three months “the Initial Term”, or if the Client continues on the continuation plan, until cancelled providing at least 30-days notice.

 

3.   Services and Service Standard

3.1 The Coach shall provide the Services to the Client in accordance with this Agreement.

3.2 The Coach shall provide the Services with reasonable skill and care

 

4.   Deliverables

4.1 The Coach shall deliver the Deliverables to the Client.

4.2 The Coach shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Sales Page and Checkout Page.

 

5.   Licence

5.1 The Coach hereby grants to the Client a non-exclusive, non-transferrable, royalty-free, worldwide, personal licence to use, copy, maintain and store any Client Materials provided during the coaching period and thereafter. 

5.2 The Coach shall retain the copyright in all Coaching Materials. 

5.3 This licence does not allow the Client to copy, distribute, adapt, edit or share the Client Materials with third parties.  

 

6.   Charges

6.1 The Client shall pay the Charges to the Coach in accordance with this Agreement.

6.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

 

7.   Payments

7.1 The Coach shall issue auto-payment charges based on the Client selected payment plan.

7.2The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque.

7.3 If the Client does not pay any amount properly due to the Coach under this Agreement, the Coach may:

(a) charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); 

(b) suspend all services and access to the program until the payment has been rectified.

 

8.   Refunds 

8.1 In accordance with Distance Selling Regulations, the Client has the right to cancel and obtain a full refund within 30 days of this Agreement being executed by both Parties, except in the event of the purchase of a digital product in which no refund will be permitted.

8.2 Refund requests should be made in writing to [email protected] and a full refund will be provided within 10 working days from the date of the request. 

8.3 In the event that one or more coaching sessions have already taken place within the first 30 days following execution of this contract, the Client is still entitled to request a refund but the value of the coaching session(s) shall be deducted from the amount paid by the Client, along with any reasonable costs which have been incurred by the Coach. The value of any sessions which have been provided (or deemed provided due to late cancellation), will be determined pro-rata and will include any preparatory time completed by the Coach.

8.4 There is no obligation on the Coach to refund any amounts paid where cancellation requests are made following the 30 day cancellation period.

8.5 Should the Client wish to obtain a refund outside of the 30 day cancellation period they should set out their request in writing and send it to [email protected]

9.   Warranties

9.1 The Coach warrants to the Client that:

(a) the Coach has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and

(b) the Coach has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

9.2 The Client warrants to the Coach that:

(a) The Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and 

(b) The Client shall indemnity the Coach against any costs, liability, damages, expenses, losses or claims which are incurred as a result of any breach of the terms of this Agreement.

9.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

 

10.   Limitations and exclusions of liability

10.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in this Agreement: 

(a) are subject to Clause 10.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

10.3 The Coach shall not be liable to the Client in respect of any loss or damage which may arise as a result of this Agreement.

10.4 The Coach shall not be responsible for any decisions taken or not taken by the Client. The Coach cannot guarantee results or outcomes of any kind or over any period. 

10.5 From time to time the Coach may share testimonials or results achieved by other clients. Such testimonials are not an inducement and do not act as a guarantee that similar results will be achieved by the Client.

10.6 The Coach is reliant on the Client to provide open and honest disclosure of their circumstances. The Coach shall not be liable to the Client in respect of any situation whereby full disclosure and information is not provided. 

10.7 From time to time during the provision of the Services the Coach may make recommendations for additional professional support from third parties. The Coach shall not be responsible for the provision of any services by any third parties and makes no guarantee in respect of any recommendations.  Details of any affiliate partnerships will be disclosed should any recommendations be made.

10.8 None of the services delivered by the Coach shall be construed as medical, financial or legal advice and the Client should seek input from qualified professionals in these specialisms. 

10.9 In the event that the Client does incur damages as a result of this Agreement, the entire liability is limited to the total Fee paid at the time of any alleged loss. 

11.   Termination

11.1 Either party may terminate this Agreement by giving to the other party at least 30 days’ written notice of termination.

11.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Written notice must be sent to the email address as set out as the appropriate address for the party in the recitals of this Agreement.

11.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the Coach:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(vi) acts in a manner that falls short of expected professional standards or that may bring the Client’s name into disrepute;

(vii)      a person is appointed as an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Coach;

(b) if either party:

 (i) dies;

(ii) as a result of illness or incapacity, becomes incapable of managing their own affairs; or

(iii) is the subject of a bankruptcy petition or order.

 

12.   Effects of termination

12.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 7.2, 7.4, 11, 12, 13.2, 14 and 18.

13.   Suspension of Services

13.1 Either party may suspend the delivery of services for the following reasons by giving to the other party at least 30 days’ written notice of suspension:

(i) Maternity Leave

(ii) Bereavement

(iii) Medical Emergency (requiring hospitalisation or ongoing urgent treatment, such as surgery, sudden serious illness)

The estimated duration of suspension must also be given, so that India Butler & Co can effectively manage course capacity, minimise disruption to course providers and attendees or clients of the business.

13.2 The maximum duration that services can be suspended will be 6 calendar months from the start of the suspension, as stated in the written notice provided.

13.3 To re-initiate services provided, 14 days’ written notice must be given to the other party.

13.4 Payments will continue as per the agreed schedule, and will not be affected by any suspension. Upon return, the client may resume services as normal. Payment instalments can only be suspended in the event of a material breach of contract and the agreement will therefore be terminated.

13.5 The Coach reserves the right to amend the delivery of services whilst maintaining the agreed upon standard of services in order to suit her needs, for example, during maternity leave, the Coach reserves the right to alter the length of coaching calls and/or the schedule.

13.6 In the case of the Coach or one of the Subcontractors (“Support Coaches”) going on maternity or suspended leave, only live services delivered by that person will be suspended, and all other company live services will be delivered as per the schedule. The Coach or Subcontractor will contact the other party to specify how the live services will be resumed, even in the instance where the Client has concluded with other live services.

 

14.   Status of Coach

14.1 The Coach is not an employee of the Client, but an independent contractor.

14.2 The termination of this Agreement will not constitute unfair dismissal; nor will the Coach be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.

14.3 The Coach agrees that it is responsible for making any necessary payments and declarations in respect of Income Tax, National Insurance Contributions and any other liabilities on their behalf that may arise from entering into this agreement. The Coach agrees to indemnify the Client against any such liabilities that may arise in the future in respect of this agreement.

 

15.   Confidential Information

15.1 The Coach acknowledges that in course of the Engagement it will have access to Confidential Information. The Coach agrees to accept the restrictions in this clause 14.

15.2 The Coach shall not (except in the proper course of the provision of the agreed Services) either during the Engagement or at any time after the Term, use or disclose to any person, organisation or company and shall use its best endeavours to prevent the publication of, any Confidential Information or the Client’s Intellectual Property. This restriction does not apply to any use or disclosure authorised by the Client or required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise than through the Coach’s unauthorised disclosure of the same.

15.3 The Coach may share the details of the coaching session with their coach supervisor. As far as possible, the Coach shall not disclose any identifiable information about the Client to their supervisor. The Coach supervisor shall at all times be bound by client confidentiality and professional restrictions not to disclose details to third parties in any event. 

15.4 The Coach is permitted to share that there is a working relationship between the Parties. Any sharing on social media will be limited to sharing testimonials written by and approved by the Client and/or re-posting any posts by the Client which directly refer to the Coach via social Instagram and/or using testimonials with permission. The Coach will keep the client’s name anonymous unless approved by the Client.

 

16.   Data Protection

16.1 The Coach shall only process personal data:

1. as described in this Agreement as incidental to the performance of this Agreement;
2. for the duration of, but in no event longer than necessary, to complete this Agreement;
3. with the legal basis of the processing of data being for the performance of this Agreement.

16.2 The nature and purpose of the processing shall be in accordance with the performance of this Agreement which is expressly not intended to be a data processing agreement and any personal data processed is incidental to the performance of the Services.

16.3 The obligations and rights of the Coach are to maintain the confidentiality of the personal data of the Client, process the personal data in accordance with the purpose and to communicate with the Client.

16.4 The Coach must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed. 

 

17.   Complaints

17.1 Should the Client be unhappy with the service provided by the Coach they must comply with the Complaints Procedure.

17.2 It is the intention of the Coach that the Client shall be entirely satisfied with the Services throughout the whole Engagement.   

17.3 Should the Client at any time become unhappy with the services provided they should:

(a) Set out the complaint, including any supporting evidence in writing, to [email protected]. The Coach may take up to 7 days to formally respond due to the nature of review that a complaint requires.

(b) Set out any cause of reasonable action sought e.g. an additional session due to the postponement of a session. 

(c)The Client must ensure to read through the contract in full to be aware of any expectations or policies. 

17.4 In response to the complaint, the Coach will:

(a) Undertake an objective assessment of the complaint made, taking into account all of the circumstances and the conduct of the parties throughout the Agreement to date; and

(b) Confirm the outcome of the complaint, including the factors considered in reaching the outcome and stating whether the complaint is upheld or rejected. 

17.5 If the Client is not satisfied with the response to the complaint, the Parties will discuss and attempt to agree either further coaching sessions or support. Costs may apply to such additional coaching and all costs are to be agreed in writing in advance.

17.6 Should it not be possible to resolve any dispute amicably between the Parties any matters arising from this Agreement shall be handled by an independent mediator, the costs of which will be shared 50:50 between the Parties.

 

18.   Subcontracting

 

18.1 Subject to any express restrictions elsewhere in this Agreement, the Coach may subcontract any of its obligations under this Agreement, providing that the Coach must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

18.2 The Coach shall remain responsible to the Client for the performance of any subcontracted obligations. 

 

19.   General

19.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

19.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

19.4 Neither party may without the prior written consent of the other party assign, transfer, charge, licence or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

19.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

19.6 This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7 This Agreement shall be governed by and construed in accordance with English law.

19.8 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.