Terms and Conditions of Business

1. ABOUT US

1.1 Company details. Next Level Business Growth Ltd (company number 13239694) (Supplier) is a company registered in England and Wales and our registered office is at The Point, Granite Way, Mountsorrel, Loughborough, Leicestershire, United Kingdom, LE12 7TZ. We operate the websitewww.actioncoachnextlevel.co.uk.

1.2Contacting us. To contact us, telephone our customer service team at 03332007200 or email us at sarahdavies@actioncoach.com. How to give us formal notice of any matter under the Contract is set out in clause 13.8

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions apply to the order by you and supply of Services by us to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Language. These Terms and the Contract are made only in the English language.

2.3 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. PLACING AN ORDER AND ITS ACCEPTANCE

You may cancel or amend your membership Contract within ‘My Account’ within your membership portal.

AGREED TERMS

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: the charges payable by the Client for the supply of the Services by the Supplier, as set out in your membership level (as varied from time to time).
• Conditions: these terms and conditions set out in clause 5 (Interpretation) to clause 13 (General) (inclusive).
• Contract: the contract between the Client and the Supplier for the supply of the Services in accordance with these Conditions and any Schedules.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Coach Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Client.
• Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Schedule(s): meansschedule 1 (Services).
• Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.
• Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables including the Coach Materials.

1. A reference to legislation or a legislative provision:
   1. is a reference to it as amended, extended or re-enacted from time to time; and
   2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. A reference to writing or written includes email.

The Contract shall commence on the acceptance of the terms and shall continue (unless terminated earlier in accordance with its terms).

7. SUPPLY OF SERVICES

7.1 The Supplier shall supply the Services to the Client from the acceptance of these terms in accordance with the Contract.

1. perform the Services with reasonable care and skill;
2. provide a licenced ACTION Coach to supply the Services (such licenced ACTION Coach may be varied from time to time);
3. use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;
4. provide periodic evaluation through goal setting consultations;
5. ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; and
6. comply with all applicable laws, statutes, regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.

8. CLIENT'S OBLIGATIONS

1. co-operate with the Supplier in all matters relating to the Services;
2. provide regular feedback to the Supplier including, but not limited to, completing a monthly questionnaire whereby the Client shall certify in writing that they are satisfied with the Services and if not completely satisfied, to explain the reasons for any such dissatisfaction;
3. provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects;
4. notify the Supplier of any consultation cancellations at least 48 hours before the agreed meeting time, failing which such consultation shall be forfeit; and
5. not attempt to procure services that are competitive with the Services from any of the Supplier’s directors, employees or consultants, whether as an employee or on a freelance basis, during the period that the Supplier is providing the Services to the Client and for a period of twelve months following termination of the Contract.

1. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
2. the Supplier may suspend all Services until payment has been made in full.

10.6 All amounts due under the Contract from the Client to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 The Client is responsible for making its own arrangements for the insurance of any loss.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

11.4 Nothing in this clause 11 shall limit the Client's payment obligations under the Contract.

11.5 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
   
   

1. payment of an uncapped liability;
2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss.

11.9 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 7. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.10 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurredand shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12. TERMINATION

1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   
   

1. it chooses to do so;
2. the Client fails to pay any amount due under the Contract on the due date for payment; or
3. there is a change of control of the Client.
   
   

1. the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
2. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
3. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

1. The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent.
2. The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
   
   

1. The Client undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers of the Supplier or the Supplier IPR’s or the Coach Materials, except as permitted by clause 13.3.
2. Each party may disclose the other party's confidential information:
   1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

13.4 Entire agreement.

1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance. If any provision or part-provision of the Contract 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 clause 13.7 shall not affect the validity and enforceability of the rest of the Contract.

13.8 Notices.

1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be sent by email as follows:
   1. in the case of the Supplier, to the address specified at the start of this agreement; or
   2. in the case of the Client, to the address provided by the Client to the Supplier and may be varied from time to time.
2. Any notice or communication sent by email shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
3. This clause 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

SERVICES

THE SERVICES BEING PROVIDED ARE INDICATIVE IN NATURE AND ARE NOT DESIGED TO BE ADVICE. THE CLIENT SHALL BE ENTIRELY RESPONSIBLE FOR THE USE AND IMPLEMENTATION OF THE SERVICES WITHIN THE CLIENT’S BUSINESS AND THE CLIENT SHALL INDEMNIFY AND FOREVER HOLD HARMLESS, THE SUPPLIER FROM ANY LOSSES, COSTS OR EXPENSES SUFFERED OR INCURRED (INCLUDING CONSEQUENTIAL AND INDIRECT LOSSES) AS A RESULT OF THE IMPLEMENTATION OF ANY OF THE SERVICES.

1. the programmes are not structured as they change in line with your needs; and
2. the sessions are structured, and the models are structured, but the application of such sessions and models are not,

1.2 Guidance, direction and the supply of Coach Materials;

1.3 Education; and

1.4Regular consultations.

2. THE SERVICES DO NOT INCLUDE:

2.1 Guaranteed successful results or successful business practices.