General Terms & Conditions - The ProSport Academy

Terms & Conditions

PROSPORT ACADEMY LIMITED

TERMS AND CONDITIONS FOR BUSINESS SERVICES

1. INTRODUCTION

These Terms

1.1 These terms and conditions (“Terms”) contain key information in relation to the online academy programmes (each an “Academy Programme”) that are provided from time-to-time by ProSport Academy Limited.

1.2 References to the Contract in these Terms shall be to the legally binding contract that is formed between you and us for the supply of our Academy Programme(s) in accordance with clause 2.4.

1.3 Please read these Terms carefully and make sure that you understand them.

1.4 These Terms do not govern our Mentorship Programme, which is separately governed by our Mentorship Terms and Conditions.

2. Who We Are

1.5 We are the ProSport Academy Limited, a company incorporated in England and Wales, with company registration number 09523309, and our registered office is at Black Bull House, 353-355 Station Road, Bamber Bridge, Preston, Lancashire, United Kingdom, PR5 6EE (“ProSport Academy”, “we”, “us”, “our”).

1.6 Further information about us each of our Academy Programmes can be by found at our website: [www.thegotophysio.com] (“the Website) and any other advertising or promotional literature that we provide to you.

Contacting Us

1. 7 You can contact us in relation to these Terms and our Services in one of the following ways:

(a) email: support@thegotophysio.com;

(b) telephone: 01484218190; and

1.8 We will contact you using the email address and/or telephone number that you have provided to us.

Status as a Business or a Consumer

1.9 Businesses are individuals or entities that act in connection with their trade, business, craft or profession. Consumers are individuals that act wholly or mainly outside of their trade, business, craft of profession. Under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013, Consumer Rights Act 2015 and associated legislation, consumers have enhanced legal rights.

1.10 The majority of these Terms apply to both businesses and consumers, however some elements apply solely to businesses and some solely to consumers. Where that is the case, a clear indication will be made.

Privacy Policy

1.11 We will only use any personal information that you provide to us in accordance with the terms of our privacy policy, which is available at www.thegotophysio.com. This explains how we may use or process any personal information we collect from you, or that you provide to us.

2. BASIS OF CONTRACT

2.1 Where you wish to purchase one of our Academy Programmes from us, you must raise an order (“Order”) for our consideration via telephone, using one of the methods set out in clause 1.7 above or otherwise one of our Website.

2.2 A full list of the Academy Programmes that we offer (together with our pricing list) can be found on the Website.

2.3 When raising an Order, you agree to provide us with full, complete, and accurate information, including:

(a) your full name and contact details;

(b) details of any organisation or business to which you belong or are employed (as the case may be);

(d) any other information that we may reasonably request (whether on the Websites or otherwise);

2.4 Any Order that you raise is a contractual offer to enter into a Contract with us on the basis of these Terms. We may, at our absolute discretion, decide whether to accept or refuse the Order, and the Order will only be considered accepted when we provide you with written confirmation of our acceptance your Order (“Order Confirmation”). It is at this time that the Contract between you and us will come into existence (“the Commencement Date”).

2.5 The Order Confirmation will contain information regarding the duration of the Contract and length of any payment plan agreed in accordance with clause 6.2, together with details of the Academy Programme(s) that you have purchased.

2.6 Where you are a business:

(a) these Terms apply to the Contract, to the exclusion of all other terms which are implied by trade, custom, practice or in the course of dealing.

(b) you acknowledge and agree that you have the authority to bind any business on whose behalf you have raised an Order;

(c) these Terms and any information relating to the Services, as expressly set out on our Websites, constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter;

(d) you acknowledge and agree that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in these terms or on the Websites; and

(e) you and we both agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement contained in the Contract.

2.7 The descriptions and/or images of the Services on the Websites are for illustrative purposes only. Although we have made every effort to display accurate information on the Websites, the Services may vary from one customer to the next depending on a variety of factors. We reserve the right to update the descriptions and/or images of the Services on the Websites from time to time.

2.8 Where you are a consumer, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have a legal right to change your mind and cancel the Contract within 14 days of the Contract being entered into (“Cancellation Period”) and receive a refund for any Fees (as defined in clause 6, below) that you have paid. This right is subject to exceptions, which are discussed in clause 10.2.

3. LICENCE TO PROGRAMME CONTENT

3.1 On or shortly after the Commencement Date you will be:

(a) granted access to view the content and materials that are associated with the Academy Programme(s) that you have purchased via the Website; and

(b) entitled to receive such further benefits as are advertised on the Website or otherwise in any advertising or marketing literature that we provide to you,

(collectively, the “Programme Content”).

3.2 Subject to you not being in breach of your payment obligations under clause 6, the restrictions set out in this clause 3 and the remainder of these Terms, we hereby grant to you a non-exclusive, non-transferrable, non-sublicensable licence to receive and use the Programme Content solely for the purposes set out in this clause 3.

3.3 In order to exercise the rights granted to you under clause 3.2:

(a) where you are a consumer, you may access and use the Programme Content for your private use only; or

(b) where you are a business, one named individual (the “Authorised User”) may access and make use of the Programme Content for internal business purposes only, unless we agree that other individuals may also make use of the Programme Content (such agreement on the basis that you will pay additional Fees (as defined in clause 6.1) for any extended use.

3.4 In accessing and/or making use of the Programme Content, you (on behalf of yourself and any applicable Authorised User) undertake that:

(a) unless otherwise permitted by us in writing, only one Authorised User shall be permitted to access the Programme Content;

(b) you shall keep a secure password for your use of the Website, such password shall be changed from time to time, and that you shall keep your password confidential;

(c) you shall permit us or our appointed auditor to audit the access to the Website in order to establish your name, password, and data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business or day-to-day activities;

(d) if any of the audits referred to in clause 3.4(c) reveal that any password has been provided to any user other than the Authorised User, then without prejudice to our other rights, we may promptly disable such passwords and may, at our discretion, choose not to issue any new passwords and disable access to the Website; and

(e) if any of the audits referred to in clause 3.4(c) reveal that you have underpaid any Fees, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with our price list.

3.5 You (and the Authorised User) shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Website that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property,

and we reserve the right, without liability or prejudice to our other rights to you, to disable access to the Website or Programme Content that breaches the provisions of this clause.

3.6 You warrant and undertake that you shall not (and that any Authorised User shall not):

(a) except as may be allowed by any applicable laws, rules or regulations which are incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract;

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Programme Content (or other materials on the Website or provided to you in connection the Contract) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Programme Content or the Website; or

(b) access all or any part of the Programme Content, in order to build a product or service which competes with the Programme Content; or

(c) except to the extent expressly permitted under the Contract, use the Programme Content to provide services to third parties; or

(d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Programme Content, available to any third party except the Authorised User; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Programme Content or the Website other than as provided under this clause 3; or

(f) introduce or permit the introduction of, any virus or vulnerability into the Websites or our network and/or information systems.

3.7 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Programme Content and the Website, and, in the event of any such unauthorised access or use, promptly notify us, providing details of such unauthorised access.

4. YOUR GENERAL OBLIGATIONS

4.1 You agree to:

(a) ensure that the terms of the Order is complete and accurate, and that the Academy Programme that you purchase meets your specific requirements;

(b) ensure that all information that you provide us in connection with the Contract is complete and accurate in all material respects;

(d) comply with any additional obligations as set out in the Order Confirmation;

(e) obtain and maintain all necessary licences, consents, and permissions necessary for us to perform our obligations under the Contract;

(f) ensure that your network and systems are sufficient in order for you to receive and access the Programme Content;

(g) be, to the extent permitted by law, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and

(h) assume sole responsibility for the output of any onward services that you provide.

4.2 Where you are a business, the obligations set out under clause 4.1 shall extend to the Authorised User(s).

5. OUR GENERAL OBLIGATIONS

5.1 We shall:

(a) perform our obligations under the Contract:

(i) with reasonable skill, care and diligence; and

(ii) in accordance with these Terms; and

(b)maintain all necessary licenses, consents, and permissions that are necessary in order for us to perform our obligations under the Contract.

5.2 In providing the Academy Programme(s) to you, we:

(a) do not warrant and provide no assurance that:

(i) your access to the Programme Content or the Website will be uninterrupted or error-free; or

(ii) the Programme Content, will:

(A) meet your requirements, and to this end any Programme Content that you are provided shall not be construed as any form of professional advice suited to any specific set of circumstances or requirements, and you shall be solely responsible for obtaining independent professional, medical and/or legal advice (as the case may be);

(B) be accurate or up to date on any date following that on which the same is delivered or published; or

(C) be compliant with the applicable laws, regulations or code of practice, or current or best practice in the jurisdiction which you are operating from,

with the foregoing being based on currently accepted practices within the United Kingdom as at the date on which the same is delivered or published; or

(iii) the Academy Content will be free from vulnerabilities or viruses; and

(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that your access to the Programme Content and Website may be subject to limitations, delays and/or other problems inherent in the use of such communications facilities.

5.3 We shall use reasonable endeavours to make the Website and Programme Content displayed on it available 24 hours a day, seven days a week, except for:

(a) planned maintenance, provided that we have used reasonable endeavours to give you advanced notice of the required maintenance window; and

(b) unscheduled maintenance carried out where advanced notice may not be possible, provided that we have used reasonable endeavours to notify you of the required maintenance.

5.4 We may temporarily suspend access to our Website and any Programme Content in order to:

(a) deal with any technical issues in connection with the Programme Content and/or the Website;

(b) carry out any updates to reflect changes in applicable laws or regulatory requirements; and

5.5 If the performance of our obligations under the Contract is delayed by any event outside of our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the Contract.

5.6 We also reserve the right to stop providing any of our Academy Programmes. We will let you know in advance if we choose to do so, and let you know which Programme Content will no longer be available via the Website and from what date.

6. PRICE AND PAYMENT

6.1 The prices for the Academy Programmes shall be set out on the Website or otherwise as we notify you in writing in advance of the Commencement Date (“the Fees”).

6.2 Payment of the Fees shall be payable either:

(a) in advance of the Commencement Date; or

(b) by way of monthly instalments in accordance with any payment plan,

each as we may agree with you.

6.3 Time for payment of the Fees by you shall be of the essence, which means that if you do not pay the applicable Fees on the due date for payment we may terminate the Contract.

6.4 The Fees payable:

(a) are exclusive of value added tax (and, where applicable, any sales tax); and

(b) shall be paid in pounds sterling to the bank account nominated in writing by us.

6.5 In the event that we have not received payment of any Fees due and owing by the due date for payment, we may:

(a) withdraw, suspend, or otherwise restrict your access to any or all of the Website or Programme Content until such time that payment (including any interest – see clause 6.5(b) below) has been made; and

(b) require you to pay interest on any overdue fees at a rate of

(i) 2% if you are a consumer; and

(ii) 8% if you are a business,

per annum above the Bank of England’s base rate from time to time in force, from the date on which those Fees fell due.

6.6 Where you are a business, you shall pay all amounts due under the Contract in full, without deduction, withholding, set-off or counterclaim.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All patents, utility models, rights to inventions, copyright, neighbouring and related rights, moral rights, trade marks 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 (“Intellectual Property Rights”) arising out of or in connection with the Academy Programmes shall be owned by us.

7.2 We make no warranty or assurances that the Services will not infringe the Intellectual Property Rights of any third party.

8. CONFIDENTIALITY

You agree that you will not at any time disclose to any person or business, any information of ours which is of a confidential nature concerning our Academy Programmes (or any part of them), or our business, assets, affairs, customers, clients or suppliers, which includes all Programme Content (“the Confidential Information”) and that such Confidential Information remains our exclusive property. This clause does not limit or affect your ability to disclose our Confidential Information where you need to do so under applicable laws, however where you wish to rely on this exception you agree to provide us with reasonable notice.

9. OUR LIABILITY TO YOU

Whether you are a consumer or a business

9.1 Nothing in the Contract or these Terms shall limit or exclude the liability of either you or us for:

(a) death or personal injury caused by the negligence of either you or us or either party’s employees or affiliates;

(b) for fraud or fraudulent misrepresentation; or

9.2 Subject to clause 9.1, you acknowledge that your purchase of the Academy Programmes and all associated Programme Content is provided to you on an “as is” basis, and you further acknowledge that, given that we are reliant upon communications links in order to make the Programme Content available, it is impossible for us to provide such Programme Content on a completely fault-free basis.

Where you are a consumer

9.3 If we fail to comply with the Contract or our statutory obligations to you under the Consumer Rights Act 2015, we are responsible for loss or damage you suffer that is a foreseeable consequence. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the order process. We are not, however responsible for any indirect, special or consequential losses that you may suffer. Nothing in these Terms seeks to limit or restrict our legal obligations or your rights under the Consumer Rights Act 2015.

Where you are a business

9.4 Subject to clause 9.1, in light of the assurances that we provide to you in connection with the Academy Programme(s) under these Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted, excluded from the Contract.

9.5 Subject to clause 9.1:

(a) we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(i) loss of profit;

(ii) loss of goodwill or reputation;

(iii) loss of contract or business;

(iv) loss of business opportunity;

(v) loss of anticipated saving;

(vi) damage to, loss of corruption of data or information; or

(vii) any indirect, special or consequential Loss, suffered by you under or in connection with the Contract; and

(b) our total liability to you in respect of all other Losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Fees paid by you to us under the relevant Contract.

9.6 Loss for the purposes of this clause 9 means any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements and Losses shall be construed accordingly.

10. TERMINATION

10.1 Your rights to terminate the Contract will depend on your status as a business or consumer and the reasons why you wish to terminate.

Your Rights to end the Contract (where you are a Consumer):

10.2 Consumers have a period of 14 days (“Cancellation Period”) from the Commencement Date to change their mind and receive a refund of any Fees paid. However, this right does not apply where an express request has been made to provide access to the Programme Content within the Cancellation Period and such access has been provided. We discuss cancellation rights with all consumers during the telephone conversation referred to in clause 2.1 and, where we have provided you with access to the Programme Content during the Cancellation Period following your express request to do so, you will lose the right to change your mind during the Cancellation Period. In all other circumstances where consumers have a right to change your mind and they have not, at the time of exercising that right, accessed the Programme Content, we will issue a refund of the Fees within 14 days of you exercising that right.

10.3 You may have a right to terminate the Contract if we breach:

(a) any of the warranties contained in clause 5.1(a); or

(b) our statutory obligations towards you under the Consumer Rights Act 2015,

10.4 In order to determine whether a right to terminate the Contract exists under clause 10.3, we may ask you to suspend your use of the Services in question in order for us to carry out an internal investigation. Where we accept that we have failed to conform with the Contract, we will notify you in writing within 14 days. Where we have failed to conform with the requirements of the Contract, we will provide you with a refund for such Services within 14 days of us informing you of such acceptance.

10.5 Where we do not accept that we have failed to conform with the Contract, we will inform you in writing. Please note that if we do not accept that we have failed to conform with the terms of the Contract, this does not restrict your right to further escalate such complaint further. We would recommend that you seek legal advice regarding the legal procedure prior to doing so.

10.6 Nothing in these Terms seeks to limit or restrict our legal obligations or your rights under the Consumer Rights Act 2015.

Your Rights to end the Contract (where you are a Business):

10.7 If you are a business and we commit a material breach of the Contract and (if that breach is remediable) we fail to remedy it within 20 days of being notified by you to do so, then you may have a right to terminate the Contract.

Our Rights to end the Contract:

10.8 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

(a) if you commit a material breach of the Contract and (if that breach is remediable) you fail to remedy it within 10 Business Days of being notified by us to do so;

(b) you fail to pay any element of the Fee on the due date for payment;

(c) if you repeatedly breach any of the other terms of the Contact in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) if you are a business and you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards your entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, 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), being struck off the register of companies, having a receiver appointed to any of your assets, or your entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause;

(e) if you are a business and you suspend or cease, or threaten to suspend or cease, carrying on business;

(f) if your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract are in jeopardy; or

(g) if you are an individual and you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.

11. CONSEQUENCES OF TERMINATION

11.1 On termination of the Contract by us in accordance with clause 10.8, the licence that we grant to you pursuant to clause 3 of these Terms will immediately come to an end. As a consequence, you must immediately return or irrevocably delete (at our election) all Programme Content in your possession, custody and control, and confirm to us in writing that you have done so.

11.2 Termination of the Contract will not affect any rights or remedies that either party has accrued up until the date of termination.

11.3 Any terms of the Contract that are intended (whether expressly or implied) to continue in force after termination of the Contract shall remain in full force and effect.

12. OTHER IMPORTANT TERMS

12.1 Assignment

(a) You may only transfer your rights or your obligations under these Terms to any other person if we agree to this in writing.

(b) We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract

12.2 Variation. No variation of the Contract shall be effective unless it is in writing and signed by both parties.

12.3 Waiver. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking the Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

12.4 Severance. Each of the clauses set out in these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

12.5 Notices

(a) Any notice to be given to either party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at:

(i) its registered office (if a business);

(ii) the address provided in the Order (if a consumer); or

(iii) sent by email to the address specified in the Order Confirmation.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by any next working day delivery service, at 9.00 am on the second working day after posting; or

(iii) if sent by email at the time of transmission, or, if this time falls outside the hours of 9am-5pm on a working day, the next working day.

(c) Clauses 12.5(a) and 12.5(b) do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.6 Third Party Rights. No one other than a party to the Contract shall have any right to enforce any of its terms.

12.7 Governing Law and Jurisdiction

(a) The terms set out in the Contract, their subject matter and their formation, are governed by English law.

(b) You and we both agree that the Courts of England and Wales will have exclusive jurisdiction over any dispute relating to the Contract or its subject matter or formation (including non-contractual disputes or claims). If you are a consumer and you are a resident of Northern Ireland and you may also bring proceedings in Northern Ireland, and if you are a consumer and you are resident in Scotland, you may also bring proceedings in Scotland.

(c) You may wish to attempt to resolve any dispute without resorting to legal proceedings, and in such instance alternative dispute resolution may be used.