1. TERMS AND CONDITIONS
1.1. Somebody Inside Limited, a company
incorporated in Scotland (registered number SC550668) with registered office at 87/6 Duke Street, Edinburgh, United Kingdom, EH6 8HN (the “Company”) is in the business of providing life coaching services and online development programmes.
1.2. These are the Company’s Terms and Conditions (“Conditions”) which apply in respect of the provision of such services to you (the “Customer”).
2.1. The following definition apply to these Conditions.
Cancellation Period: means the 14 day period starting on the Commencement Date. Commencement Date: means the date on which the Contract is formed as described in Condition 3.
Contract: means the contract between the Company and the Customer for the Services, in accordance with these Conditions.
Customer Data: any information that is provided by the Customer to the Company as part of the Customer's use of the Services, including any information derived from such information.
Data Controller: has the meaning given to that term in the DPA.
Data Processor: has the meaning given to that term in the DPA.
DPA: the Data Protection Act 1998 as amended, extended or re-enacted from time to time.
Fees: the sums payable for the Services as notified to you in advance by the Company.
Initial Term: means the 6 month period starting on the Commencement Date.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, rights in designs, database rights and any other intellectual property rights, whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.
Personal Data: has the meaning given to that term in the DPA.
Renewal Period: means a renewal period of 6 months or such other period as notified to the Customer in advance.
Services: the life coaching and personal development services, to be provided by the Company on either a group or one-to-one basis, or as otherwise agreed in writing between the Customer and the Company.
Term: means (i) the Initial Term where the Contract is for one-to-one Services; and (ii) the Trial Period where the Contract is for group Services, in each case together with any subsequent Renewal Periods as described in Condition 10.1.
Trial Period: means the 7 day period starting on the Commencement Date during which the Customer may trial the group Services.
3.1. Where the Contract is for group Services, it will be
created at the point of your acceptance of these Conditions as part of the registration process and is comprised of these Conditions plus the information set out in the applicable registration
page(s) of the social media or website platform
3.2. Where the Contract is for one-to-one Services, it
will be created by your acceptance of our email to you setting out the detail and cost of the Services and which attaches these Conditions (“Services Email”) and is comprised of these Conditions and the Services Email.
4. SUPPLY OF SERVICES
4.1. The Company shall provide the Services to the
Customer in accordance with these Conditions. 4.2. The Company shall use reasonable endeavors to meet any performance dates for the Services notified to the Company by the Customer, but such dates shall be estimates only and time for performance by the Company shall not be of the
essence of this Contract.
4.3. If the Company’s performance of its obligations
under this Contract is prevented or delayed by any act or omission of the Customer, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
4.4. In providing the Services, the Company shall perform the Services with reasonable care, skill and diligence in accordance with the Company's industry, profession or trade.
5. CUSTOMER OBLIGATIONS
5.1. The Customer shall cooperate with the Company
in all matters relating to the Services.
5.2. The Customer shall provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) reasonably required by the Company in connection with the Services and
ensure that they are accurate and complete.
6. PRICE AND PAYMENT
6.1. The Customer shall provide to the Company valid,
up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details.
6.2. The Customer authorises the Company to bill such credit card for Fees payable on (i) the Commencement Date where the Contract is for one-to-one Services; and (ii) expiry of the Trial Period where the Contract is for group Services, except where the Customer, in a Contract for group Services, has notified the Company in writing, prior to the expiry of the Trial Period, that it wishes to terminate the Contract with immediate effect, in which case the Contract shall be deemed terminated and no Fees shall be due.
6.3. The Company may increase the Fees on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in RPI in the preceding 12 month period.
6.4. Failure to make any payment under these Conditions on time shall be considered a material breach.
6.5. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company in accordance with this Condition 6, the Company may:-
(i) charge interest on such sum at the rate of 3% per annum above the base rate from time to time of the Bank of Scotland, accruing on a daily basis from the due date until actual payment; and
(ii) suspend all Services until payment has been made in full.
6.6. All sums payable to the Company under these Conditions shall become due immediately on its termination, despite any other provision. This Condition 6.6 is without prejudice to any right to claim for interest under the law, or any such right under this Contract.
6.7. Unless otherwise agreed in writing, the Fees include any applicable taxes.
7. INTELLECTUAL PROPERTY AND CUSTOMER DATA
7.1. All Intellectual Property Rights in the Services are owned by or validly licensed to the Company. Except to the extent set out in these Conditions, or otherwise agreed in writing between us, you are not permitted to use such Intellectual Property Rights. For the avoidance of doubt, any information and/or materials provided by the Company to the Customer shall be for personal use only and the Customer shall not be entitled to share such information or materials with any third
7.2. The Company shall follow its archiving and
security procedures for Customer Data.
7.3. The Company shall promptly notify the Customer in writing of any loss or damage to the Customer Data. In the event of any loss or damage to Customer Data, the Company shall use all reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data. The Company shall not be responsible for any loss, destruction, alteration or unauthorised disclosure of Customer Data caused by any third party (except those third parties subcontracted by the Company to perform services related to Customer Data maintenance and back-up or where such loss, destruction, alteration or disclosure was caused or contributed to by a failure on the part of the Company to comply with
its obligations under the DPA).
8. DATA PROTECTION
8.1. For the purposes of the DPA, the Company is the
Data Controller of any Personal Data provided to the Company by the Customer and this Condition sets out the basis on which the Customer’s Personal data may be processed by the Company.
8.2. The Company may use the Personal Data of the Customer to:
(i) provide the Services and carry out the Company’s obligations under these Conditions and other agreements with the Customer, which includes processing the Customer’s payment for the Services;
(ii) enforce or apply these Conditions or other agreements with the Customer or to investigate potential breaches;
(iii) protect the rights, property or safety of the Company, its customers or others, which may include the exchange of information with other companies and organisations for
the purposes of fraud protection and credit
(iv) provide the Customer with information
relating to any promotions, products and/or services of the Company that may be of interest to the Customer, provided that the Customer has not notified the Company that it does not wish to receive such information.
8.3. The Company may disclose Personal Data:
(i) to third party subcontractors authorised by the Company to process the Personal Data and who will treat such information
(ii) where the Company is under a duty to
disclose or share the Personal Data in order to comply with any legal or regulatory obligation or request; and
(iii) in the event that the Company transfers its rights or obligations under any of these Conditions to a third party, in which case the Company will disclose the Personal Data to that third party.
9. LIMITATION OF LIABILITY.
9.1. The Services are provided on an ‘as is’ basis and,
whilst the Company shall provide the Services with reasonable care and skill, the Company makes no warranty that the Service will meet the Customer’s requirements or expectations.
9.2. The Company is responsible for loss or damage suffered by the Customer that is a foreseeable result of the Company’s breach of these Conditions or its negligence, but the Company is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Company’s breach or if they were contemplated by the Customer and the Company at the time the parties entered into this Contract.
9.3. The Company only provides the Services for domestic and private purposes. If the Customer uses the Services for any other purpose, the Company will have no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.4. The Company's total liability to the Customer arising under or in connection with these Conditions or otherwise relating to the Services shall be limited to the total Fees paid by the Customer during the 12 month period preceding the date on which the relevant claim arose.
9.5. Nothing in these Conditions shall limit or exclude the Company’s liability where it would be unlawful to do so. This includes liability for:
(i) personal injury or death resulting from any
negligence of the Company or its
(ii) fraud or fraudulent misrepresentation.
10.1. The Contract shall commence on the
Commencement Date and continue until expiry of (i) the Initial Term where the Contract is for one- to-one Services; and (ii) the Trial Period where the Contract is for group Services, and in each case thereafter the Contract shall be automatically renewed for successive Renewal Periods, unless or until terminated under Condition
11. RIGHTS TO TERMINATE
11.1. The Customer has the right to terminate this
(i) at any time during the Cancellation Period,
in which case the Contract shall be deemed terminated and the Customer shall be entitled to a full refund of any Fees already paid; or
(ii) on giving notice to the Company before the end of the Initial Term or a Renewal Period, in which case the Contract shall terminate at the end of the Initial Term or applicable Renewal Period.
11.2. Both parties have the right to terminate this Contract if the other party commits a material breach of any term of this Contract.
11.3. The Company reserves the right to terminate these Conditions immediately at any time, in which case the Customer shall be entitled to a full refund of any Fees already paid to the Company for Services which have not yet been performed.
11.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11.5. Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.1. Confidentiality: The Customer shall keep
confidential and shall not without the prior consent in writing of the Company disclose to any third party any confidential, technical or commercial information acquired from the Company as a result of discussions, negotiations and other communications between the Customer and the Company in relation to the Services.
12.2. Assignation: Neither party may transfer their rights or obligations under these Conditions to another person without the other party’s prior written consent.
12.3. Waiver of Rights: No delay, omission or failure by the Company to exercise any right or remedy shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the Company from any further exercise of that or any other right or remedy.
12.4. Variation: No variation of these Conditions shall be effective unless it is in writing and signed by the parties.
12.5. Severability: If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Conditions.
12.6. Third Party Rights: Nothing in these Conditions shall confer on any third party any benefit or right to enforce any of the Conditions.
12.7. Governing Law: These Conditions shall be governed by and construed in accordance with Scots law and the parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter.