This Agreement (“the Agreement”) is made on the date of the purchase between Fully Fledged Ltd, a company registered in England and Wales, under company number 13956535 and whose registered office is at 55 Orchid Meadow, Minsterley, Shrewsbury. SY5 0FB; (“We”, “Us” or “the Coach”) and the Client being, (“You” “Your” or “the Client”) (together, “the Parties”).

By signing this Agreement, the Parties are agreeing to abide by the terms and conditions of this Agreement as set out below.

 

Introduction

In accordance with the terms of this Agreement including our privacy notice which can be found on our website, any information sheets we may supply, or on our membership site, we agree to provide the Services, as defined below, to you in exchange for payment of the Fee (as defined below).

If at the time of your purchase you choose to add any additional products or services (“Promoted Products”) then those Promoted Products will be offered and delivered in accordance with our General Terms and Conditions which can be found on our Website and you are deemed to accept them when you purchase that Promoted Product.

 

1.           The Services

1.1            By entering into this Agreement, you understand and accept that you are purchasing access to a programme for the provision of coaching services  (the “Services”) which are delivered via an online course and group sessions (“the Sessions”), downloads and printables in accordance with the terms of this Agreement.

1.2           The total cost of the Services (“the Fee”) which you shall pay is as defined on the sign up page along with the payment terms.

1.3           This Agreement will begin once payment has been provided, and will continue until the last Session is delivered unless the Agreement is terminated earlier in accordance with the terms set out within this Agreement.

1.4          The Services are designed to be accessed online only and no alternative will be provided. All Sessions will take place via our online training platform, MemberVault, within our private online facebook group or Zoom calls.

1.5           The Services are business related services and are designed to be used for business purposes. By signing this Agreement you are confirming that you are entering this Agreement for reasons connected to business and not as a consumer. If you are a consumer then you should notify us and you should not sign this Agreement.

1.6          Any information, support, materials or guidance we provide as part of the Services are intended for a group audience and should not be relied upon as information personal to you, unless we expressly advise otherwise, and do not constitute legal, medical or financial advice.

1.7           Your access to the Services is personal to you and you agree to keep your access information private and not to share, disclose, sell, licence or assign it.

1.8        Should you require personal or one-to-one support, or feel that you require further contact or support from us which is over and above the Services provided as part of the programme then a further agreement may need to be arranged and separate terms and payment agreed.

 

2.           Sessions and groups

2.1        The dates and times of any live Sessions will be provided within the membership area, and/or via email. 

2.2        You’ll be responsible for checking the Notice and for attending any Sessions. We regret that no alternative or replacement dates or times will be offered if you are unable to attend a Session for whatever reason.

2.3        Should we be unable to attend a Session then we’ll make all reasonable attempts to provide you with as much notice as possible and to reschedule to a mutually convenient time.

2.4        It’s important to us to ensure that all individuals accessing our Services (“Programme Participants”) feel safe and comfortable and therefore we ask you to agree to conduct yourself in a reasonable and responsible manner at all times when accessing any of the Services, including Sessions, and not to act in a manner which may cause offence, distress or alarm to any other Programme Participant accessing the Services.

2.5        As part of the Services we may also grant you access to our private online groups (“Groups”). When you access any of our Groups, or during any Sessions, you agree:

        2.5.1    NOT to use those groups or Sessions for any unlawful purpose; and

        2.5.2    NOT to upload, post, transmit or otherwise make available content that:

2.5.2.1.    is by its nature defamatory, libellous, obscene, demeaning or which causes offence to another individual whether intended or not;

2.5.2.2.    discloses personal and/or confidential or sensitive information about another person;

2.5.2.3.    is threatening or causes another individual accessing the Services to feel harassed or in fear; and/or

2.5.2.4.    is classed as spam.

2.6        Should you become aware of any inappropriate behaviour, comments, or content being shown or displayed within any of our Groups, during Sessions, or during the delivery of any of our Services you agree to notify us as soon as possible.

 

3.           Access to the Business Library & Course Materials

3.1        The Business Library & Course Materials are in a private area available only for the duration of your purchase. To gain access to the private area you will be required to set up an account and it shall be your responsibility to:

3.1.1.    provide the correct information to set up your access to the private area or create your account; and

3.1.2.    keep your password or any other access information private, safe and secure and not to share with others; and

3.1.3.    to notify us should you become aware of, or suspect that a third party is aware of your password or access details.

 

4.           What we expect from you when we work together

4.1        When you purchase our Services, you are agreeing that you are over 18, that you are legally capable of entering into a legally binding contract, and that all information you provide to us is true and accurate.

4.2       As part of your participation in the programme and access to the Services, you may be required to review and make decisions concerning your business, career and finances. You accept that any such reviews, subsequent decisions, implementation and action will be your sole responsibility and that we shall not be liable for your failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of your access to and/or use of the Services.

4.3        You shall be responsible for attending the Sessions as agreed and during such Sessions to participate fully, and communicate openly and honestly.

 

5.       Your Purchase of the Services

5.1        Your purchase of the Services is a contractual offer made by you that we may choose to accept. Our decision to accept your offer will be dependent on a number of circumstances including but not limited to you accepting and electronically signing these terms and conditions. You will be required to do this as part of the purchase process, prior to us sending you our welcome email.

5.2        Our welcome email confirms acceptance of your order and our legally binding agreement.

5.3        If your order is not accepted, we’ll notify you by email and provide a full refund.

5.4        The details of the Services which we shall deliver to you are as set out on our website, any information sheets we may supply, or on our membership site, our associated sales pages or within our social media posts and shall be confirmed on your MoonClerk checkout page. The Service that you choose to purchase shall be delivered in accordance with the details displayed on your MoonClerk checkout page at the time your purchase is made and subject to these terms and conditions.

5.5        When we deliver the Services, we agree to do so with reasonable care and skill.

5.6        We reserve the right to make changes to the Services, in whole or part, as we reasonably require without notice to you. If we make changes, we’ll ensure the Service still matches the original description, except where the change enhances the original description. We shall not be liable for any reasonable changes or cancellations that are made to the Services.

 

6.       Payment terms

6.1       The Fee for the Services is as set out on the MoonClerk order and purchase page at the time the Services are purchased.

6.2      We accept payment of the Fee by Stripe only. Payment is made by one recurring monthly instalment.   You agree and acknowledge that you shall be, and remain at all times responsible for, payment of the Fee in full.

6.3       Time for payment of the Fee or any instalment of the Fee shall be of the essence and shall be made without deduction, set off, or any form of withholding except as is required by law, and cleared payment must be received by us before you are entitled to access the Services.

6.4       If you choose to pay by credit or debit card then you authorise us to charge your payment method. If it is rejected, or fails, but you’ve still received access to the Services, you agree to provide full payment within 7 days from access to the Services being provided.

6.5.     The Fee is based upon our knowledge and experience and the time, effort and availability of the Services and is not based on your actual usage and/or level of attendance. You agree and acknowledge that:

6.5.1    you shall not be entitled to any form of credit to or deduction from the Fee for any non-attendance or lack of usage of the Services on your part: and

6.5.2    The Fee is payable in full and non-refundable.

6.6        We reserve the right to change the Fee at any time. Any changes will not affect the price of Services where payment has already been made and a welcome email has already been sent.

 

7.       Late Payment

7.1       You are 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 this Agreement.

7.2        Without prejudice to any other right or remedy that we may be entitled to, where your account is beyond 7 days overdue then:

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

7.2.2.        interest shall accrue and be added to your account on a daily basis as from the date payment is due until full payment (including accrued interest) is received by us. 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; and

7.2.3.        a fixed administration fee of £50.00 shall be added to your account

7.3        In the event your account is beyond 30 days overdue then we shall be entitled to instruct a collection or legal agent to seek recovery of the Fee along with interest and any accrued costs incurred.

 

8.       Refund Policy

8.1        No refund policy shall apply to your purchase of the Services save for clause 5.3.

8.2       In light of our refund policy, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted by us. If you have any concerns with the Services then you agree to notify us in accordance with this Agreement. If you choose to pursue a chargeback claim without first contacting us then you accept that such action shall constitute a breach of this Agreement and you shall indemnify us for the repayment of any charges, costs or fees imposed on us by your debit or credit provider or our merchant service provider as a result of your actions, along with the our reasonable costs for dealing with the matter calculated at a rate of £100 per hour.  

 

9.       Complaints

9.1       We want you to be entirely happy with the Services. In the event you have any concerns about the Services, you agree to let us know by email to support@sarahmplatt.com and give us a reasonable amount of time to investigate and resolve your concerns before you take any further action. For the purposes of this Agreement further action includes stopping payment or making any chargeback or similar claim.

 

10.       Cancellation and Termination

10.1.        You may end this Agreement by providing us with 14 days notice. Please remember that no refunds apply and you will be liable for full payment of the Fee despite any notice of cancellation.

10.2.       We shall be entitled to limit the Services or suspend, and/or terminate this Agreement with immediate effect and without refund of any Fee, whether paid or remaining due and payable, if we reasonably determine that you have: 

10.2.1.        committed a material breach of any of your obligations under this Agreement; or

        10.2.2.        failed to provide payment of any sum due to us as and when it becomes due; or

10.2.3.        become subject to a bankruptcy or similar financial order or proceedings; or

10.2.4.        acted or behaved dishonestly, fraudulently, or in a way which we reasonably consider may have a detrimental effect on our business or reputation; or

10.2.5.        failed to positively engage with the Services or impaired the delivery of the Services to you or a Programme Participant; or

10.2.6.        acted in a way which is abusive or is intended to cause offence to us or a Programme Participant; and/or

10.2.7.        failed to abide by any term of this Agreement or any other guidance we may provide whether such action constitutes a material breach or not.

10.3        Upon termination of this Agreement for any reason:

10.3.1        Your access to all Services, any private social media accounts, any Groups, and any other online resources, will be removed, unless expressly agreed otherwise. We will not be liable to you for any claims relating to the removal of that access;

10.3.2        any Fee or other monies owed by you to us will become immediately due and payable;

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

10.3.4        You shall cease to use, either directly or indirectly any Content, Systems or Confidential Information belonging to us, or provided by us to you, and shall immediately return to us or destroy any copies in your possession or control.

10.4        In the absence of any earlier termination in accordance with this Clause, this Agreement will terminate as set out in Clause 1.3.

 

11.           Confidentiality

11.1        We want to create a safe and secure space for everyone accessing our Services and therefore the protection of confidentiality is very important to us.

11.2        When you disclose Confidential Information to us, we agree not to communicate or disclose it, make it available to others, or use it for our own purposes without your consent or as provided for in this Agreement.

11.3        Where we disclose Confidential Information to you, or where it is disclosed by a Programme Participant, you agree that the Confidential Information belongs solely and exclusively to the person disclosing it, and that you will not:

11.3.1.    disclose, communicate, reproduce or distribute it, or use it for your own benefit, whether personally or commercially, and whether directly or indirectly;  

11.3.2.    use it for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to our business or reputation.

11.4        For the purposes of this Agreement, Confidential Information shall mean ideas, know-how, business practices, customer/client details, personal data, materials, coaching tools, business models, content, data, software, documents, resources, video and audio recordings, presentations, downloads, workbooks, methods, concepts and techniques, systems, plans, trade secrets, and other confidential and/or proprietary information (“Confidential Information”). It excludes any information that was already known to us before you provided it, or where it was already in the public domain, created by us, or provided to us separately by someone else without any breach of this Agreement.

11.5        Our obligations shall not apply where it’s necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to this Agreement), to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction or where it is necessary because we reasonably believe you are at risk of danger to yourself or others.

 

12.       Intellectual Property

12.1        As part of the Services we may provide you with materials, information, tools, videos, resources, data and other content (“Content”). We may also provide you with access to our coaching methods and tools (“Systems”). We take the protection of our Intellectual Property Rights in relation to our Content, Systems and Services very seriously. You agree and accept that all Content and Systems remain our confidential and proprietary intellectual property and belong solely and exclusively to us.

12.2        Our Content and Systems can only be used by you in connection with your use of the Services and should not be copied, modified, reproduced, shared, published, disclosed, or used for any reason, whether for commercial gain or not, without our prior written consent and 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 where we have provided our prior written consent.

12.3        As part of your purchase of the Services, we will grant to you a personal, limited, non-transferable, non-exclusive, revocable licence (“Licence”) to access, view and use our Content and Systems, on the following terms only:

12.3.1.        for your private and personal use;

12.3.2.      as part of your use of the Services for the purposes as intended by this Agreement;

12.3.3.      for the duration of the active agreement.

12.4        Your Licence becomes valid upon payment of the Fee and any other monies owing to us and we have the right to withdraw it at any time, without notice, where we reasonably believe you are in breach of the terms of the Licence. Your Licence will terminate automatically at the end of the 30 day period after you have cancelled.

12.5        You shall not use our Content and/or our Systems or any of our Confidential Information or Intellectual Property for any other purposes including but not limited to:

           12.5.1.        teaching or presenting any Content or the Systems to your clients or other third             parties;

           12.5.2.        as part of your own business or training courses or to create a system, method or training course;

12.5.3.       in any lectures, seminars, workshops, webinars, presentations or similar;

12.5.4.       as if the Systems or Content were created or produced by you;

12.5.5.      for any other purpose without our express consent in writing;

12.6         Where any Content contains intellectual property belonging to a third party, its use will be subject to that third party’s terms and you shall be responsible for seeking consent to use it from that third party. Nothing contained within this Agreement shall be construed as any form of implied or expressed licence or other form of use of that party’s intellectual property and we shall not be liable to you in respect of your use or attempted use of any Content that contains material belonging to a third party.

12.7        When you purchase our Services you agree and undertake that from the date of this Agreement that you SHALL NOT (save as provided for in this Agreement):

12.7.1.       copy, reproduce, sell, licence, share or distribute any of our Content or Systems, whether during the period of provision of the Services, or at any time thereafter;

12.7.2.        record any webinars, online or in-person events, videos, Sessions or any Content or Systems;

12.7.3.        infringe any of our copyrights, patents, trademarks, trade secrets or other intellectual property rights or any such rights belonging to a Programme Participant.

12.8        In the event of your breach of your obligations relating to our Intellectual                  Property (including but not limited to the Content Systems and Services) then:

12.8.1.        you shall immediately cease and desist the illegal use of our Intellectual Property upon receipt of such notice from us;

12.8.2.    you agree and accept that damages, loss, or irreparable harm may arise for us due to your illegal use of our Intellectual Property and, in such circumstances, we shall be entitled to seek relief, including injunctive relief against you; and

12.8.3.    you shall indemnify and keep us fully indemnified for all such damages and losses sustained as a consequence of your breach of this clause 12.

12.9.        The provisions above shall continue in force notwithstanding termination of the Agreement for any reason.

 

13.       Your Personal Data and how we use it

13.1        Personal data for the purposes of this Agreement means any information which is capable of identifying  another individual, as further defined within the General Data Protection Regulation 2018 (“GDPR”).

13.2        Any Personal Data you provide to us will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation including the GDPR. We shall only process your Personal Data to the extent reasonably required to enable proper delivery of the Services, and shall retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your Personal Data please refer to our privacy notice which can be found as set out on our website, any information sheets we may supply, or on our membership site.

13.3        As part of the delivery of the Services your image may be recorded in photographs, images or screenshots by us or other Programme Participants and shared on social media. By purchasing our Services and agreeing to the terms of this Agreement you are providing your consent for your image to be used. Should you wish to revoke your consent you can do so by emailing us at  support@sarahmplatt.com

 

14.       Reviews and Testimonials

14.1        If you share comments, information, content, photographs, graphics or images (“Client Content”) with us you are granting to us, free of charge, permission to use that Client Content in any way as part of our business services, which shall include advertising and marketing.

14.2        When sharing Client Content you confirm that you have the legal right to share it and that it doesn’t infringe any third party’s intellectual property or other rights.

14.3        If you provide us with a testimonial, review or similar (“Review”) then by doing so you consent for us to exhibit, copy, publish, distribute, use on our website or any of our pages, our social media sites or in our advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote our business. You can amend your consent at any time by emailing us.

14.4        These provisions shall survive termination.

 

15.       Non-solicitation and non-competition

15.1        For the duration of your access to the Services and for a period of 12 months afterwards you agree NOT to:

15.1.1.        canvass, promote or advertise your products or services to any of our employees, contractors, or any individual who has purchased our Services (including Programme Participants)  (“Client”) or who is a member of any of our free groups or is considering purchasing our Services (“Prospective Client”) or use your purchase and access to the Services to canvass, promote or advertise your products or services without our express consent, such consent not to be unreasonably withheld;

15.1.2.        solicit or attempt to solicit any of our Clients or Prospective Clients without our express consent, such consent not to be unreasonably withheld;

15.1.3.       employ, engage or attempt to induce, employ, solicit or entice away from us any of our employees, or contractors that were engaged, employed or contracted to us at any point during the time of your access to the Services, without our express consent in writing, such consent not to be unreasonably withheld.

 

16.           Liability

16.1        Your purchase of the Services and your compliance with the terms of this Agreement does not constitute or imply any business relationship other than as set out within these Terms.

16.2    We shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:

16.2.1.        any indirect, consequential or special damages, losses or costs;

16.2.2.        any loss of profits, business, data, reputation or goodwill or any such anticipated losses;

16.2.3.        any failure to deliver the Services where we are prevented due to a reason beyond our reasonable control; or

16.2.4.        any losses arising from your choice of Service requested or your use of the Services once delivered.

16.3        Should you incur damages due to our default or breach, our entire liability is limited to the amount of the Fee paid by you at the time loss is sustained. You agree and acknowledge that this term is fair and reasonable given the nature of this arrangement and the provision of the Services.

16.4       Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation.

16.5        You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of:

16.5.1        any of the terms of this Agreement;

        16.5.2.       your use or participation in any way with the Services.

16.6        During the term of your access to the Services,  and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, contractors, or Clients, or our or their reputation or which would  reasonably be expected to lead to unwanted or unfavourable  publicity to us, our  agents, contractors, or Clients.

16.7        In the event a dispute arises in connection with the provision of the Services which is incapable of being resolved by mutual consent then we both agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible following mediation then either of us shall be at liberty to commence legal action.

 

17.          No Guarantee

17.1        When purchasing the Services you’ll have access to the programme, the Services, Content, people and support all designed to benefit you but it’s your responsibility to take action and implement the necessary information received and/ or the skills or tools shared. Your success and any results are dependent on factors which are outside of our control and we regret that we are not able to guarantee that any particular results or success will be achieved.

17.2        We’ve 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 we make no guarantee, representation or warranty with respect to the Services provided.

 

18.          Notice

18.1        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, to the email address of the other party as set out in this Agreement and shall be deemed served as follows:

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

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

 

19.      General

19.1        The failure of either one of us 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.

19.2        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.

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

19.4        Every effort will be made to deliver the Services in accordance with this Agreement but we shall not be liable for any delay or failure in provision of the Programme should we be prevented or delayed due to any act, event, omission or accident beyond our reasonable control (“Events”), including but not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, lockdown, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom,  explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of services, the expiry of any transition or implementation period agreed with the European Union during which European Union law is applicable to and in the United Kingdom, or any other circumstances beyond our control. Should an Event occur then time of delivery of the Services shall be extended until a reasonable time after the Event preventing or interfering with the delivery, and under no circumstances will we be liable for any loss or damage suffered by you as a result thereof.

19.5        Where an Event arises, we’ll provide you with a notice in writing sent to the email address you provide to us, setting out the nature and extent of the Event and any steps we are taking to mitigate the impact and effect.

19.6        Should the Event continue for longer than 3 months then either one of us shall be entitled to terminate this Agreement by providing the other with 14 days’ notice in writing. Termination in these circumstances shall be without prejudice to the rights of the parties in respect of any breach of the Agreement occurring prior to termination. Any refunds will be considered at our discretion.

19.7        This 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 Wales and the laws from time to time in force.

19.8        You agree that no other representations have been made by us to induce you 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.

19.9        Save as provided for in clauses 12.7.3 and 16.6 the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

19.10        You acknowledge that you have been given sufficient time to seek legal advice prior to entering into this Agreement.

 

I confirm that by proceeding to purchase the service I fully understand and agree with the information outlined above.