Terms And Conditions - The ProSport Academy

Terms & Conditions

THE PROSPORT ACADEMY LIMITED MENTORSHIP TERMS AND CONDITIONS

INTERPRETATION

The definitions and rules of interpretation in this clause apply in these Terms.
Application: means the Mentee’s application to purchase the Services, which shall be made via the Website or otherwise in writing.
Authorised User: the sole person authorised to access the Services on behalf of the Mentee.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.
Confirmation Summary: means the written summary of the Services and applicable Fees provided by ProSport Academy Limited to the Mentee in accordance with clause 2.4
Documentation: the documentation made available to the Mentee by ProSport Academy Limited online via the Website or such other web address notified by ProSport Academy Limited to the Mentee from time to time which sets out a description of the Services and the user instructions for the Services.
Fees: the applicable fees payable by the Mentee to ProSport Academy Limited for the Services, payable in accordance with clause 7.
Force Majeure Event: means any circumstance not within a party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party), and interruption or failure of utility service.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Mentee or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights: means:
(a) any and all copyright, database rights and any and all related rights;
(b) source code of the software to which it relates, in the language in which the software was written, together with all related flow charts and technical documentation;
(c) rights in designs, trade marks, domain names, goodwill, business names, rights to sue for passing off;
(d) patents;
(e) rights in Confidential Information (including know how and trade secrets); and
(f) any other intellectual property rights (including, where relevant, all extensions, reversions, revivals and renewals of the same), in each case whether registered or unregistered and including all applications (and rights to apply) for protection of such rights and all similar or equivalent rights or forms of protection which now, or will in the future, subsist in any part of the world.
IPR Claim: has the meaning given in clause 8.3.
Loss: 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.
Mentee: the party wishing to receive the Services and whose details are set out within the Application.
Mentorship: the Mentee’s subscription to receive the Services.
Mentorship Content: the content to be delivered by ProSport Academy Limited via the Website or such other applicable media determined at its absolute discretion from time to time as part of the Services in the form of the Modules, webinars, forums, online video tutorials, handouts, Facebook group forum discussions/videos and video platform coaching calls.
Modules: means the modules made available by ProSport Academy Limited in the delivery of the Services via the Website and which the Mentee shall be required to complete during the Services Period.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Privacy Policy: means ProSport Academy Limited’s Privacy Policy, which can be found at https://thegotophysio.com/privacy-policy/.
Promotional Materials: means the Website and any other sales, promotional or advertising literature or materials published by ProSport Academy Limited regarding the Services.
ProSport Academy Limited: ProSport Academy Limited (company number 09523309) whose registered office is at Black Bull House 353-355 Station Road, Bamber Bridge, Preston, Lancashire, United Kingdom, PR5 6EE.
Services: the services provided by ProSport Academy Limited to the Mentee under the Contract in accordance with the Mentorship, as more particularly described in the Documentation and these Terms.
Services Period: means the period of 14 weeks following the commencement of the Contract in accordance with clause 2.4.
Software: the online software applications provided by ProSport Academy Limited as part of the Services.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Website: https://www.theprosportacademy.com/ and thegotophysio.com (as the case may be).
Website Terms of Use: means ProSport Academy Limited’s website terms of use policy, which governs user access to the Website, available at: https://thegotophysio.com/terms-of-use/ and as amended from time to time.
Clause headings shall not affect the interpretation of the Contract.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision:
1. is a reference to it as it is in force as at the date of the Contract; and
2. shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
A reference to writing or written includes email but not fax..
References to clauses are to the clauses of the Contract.

BASIS OF CONTRACT

These Terms apply to the Contract to the exclusion of any other terms that the Mentee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
Where the Mentee wishes to purchase the Services based upon the Promotional Materials (which, for the avoidance of doubt, ProSport Academy Limited may amend at its absolute discretion), it shall first be required to submit an Application for consideration by ProSport Academy Limited.
ProSport Academy Limited shall, within a reasonable period of time following submission of the Application, telephone the Mentee in order to discuss the contents of the Application, scope of the Services and applicable Fees in further detail. Where, following such telephone conversation, the Mentee still wishes to purchase the Services, ProSport Academy Limited shall send the Mentee a Confirmation Summary.
The Confirmation Summary constitutes an offer (which may be withdrawn at any time by ProSport Academy Limited) by ProSport Academy Limited to provide the Services in accordance with these Terms and shall be accepted by the Mentee by it either:
1. communicating such acceptance to ProSport Academy Limited in writing; or
2. otherwise performing its obligations in respect of the Services in accordance with the terms contained within the Confirmation Summary and these Terms, at which point the Contract shall come into existence. Unless otherwise accepted under this clause 2.4, the offer contained in the Confirmation Summary shall expire within 30 days of the Mentee’s receipt.
ProSport Academy Limited’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by ProSport Academy Limited in writing. In entering into the Contract, the Mentee acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

LICENSE

Subject to the Mentee not being in breach of its payment obligations under clause 7, the restrictions set out in this clause 3 and the other terms of the Contract, ProSport Academy Limited hereby grants the Mentee (acting via the Authorised User) a non-exclusive, non-transferrable, non-sublicensable licence to receive the Services, the Documentation and the Mentorship Content solely for the purposes set out in this clause 3.
In order to exercise the rights granted to it under clause 3.1, the Mentee may access and use the Mentorship Content for personal and internal business purposes.
The Mentee warrants and undertakes that it shall not:
1. modify, amend, transpose, make copies of or otherwise create derivative works from the Services, Documentation or the Mentorship Content; or
2. otherwise offer for onward sale any element of the Services, Documentation or the Mentorship Content.
In relation to the Authorised User, the Mentee undertakes that:
1. unless otherwise permitted in writing by ProSport Academy Limited, only one Authorised User shall be permitted to access the Services, the Documentation and the Mentorship Content;
2. the Authorised User shall keep a secure password for their use of the Services, the Documentation and the Mentorship Content, that such password shall be changed no less frequently than monthly and that the Authorised User shall keep their password confidential;
3. it shall permit ProSport Academy Limited or ProSport Academy Limited’s auditor to audit the Services in order to establish the name and password of the Authorised User and the Mentee’s data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at ProSport Academy Limited’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Mentee’s normal conduct of business;
4. if any of the audits referred to in clause 3.4.3 reveal that any password has been provided to any individual who is not the Authorised User, then without prejudice to ProSport Academy Limited’s other rights, the Mentee shall promptly disable such passwords and ProSport Academy Limited shall not issue any new passwords to the former Authorised User; and
5. if any of the audits referred to in clause 3.4.3 reveal that the Mentee has underpaid any Fees to ProSport Academy Limited, then without prejudice to ProSport Academy Limited’s other rights, the Mentee shall pay to ProSport Academy Limited an amount equal to such underpayment as calculated in accordance with ProSport Academy Limited’s current published price list.
The Mentee (and any Authorised User) shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. is otherwise illegal or causes damage or injury to any person or property,
  and ProSport Academy Limited reserves the right, without liability or prejudice to its other rights to the Mentee, to disable the Mentee’s access to any Services, Documentation or Mentorship Content that breaches the provisions of this clause.
The Mentee warrants and undertakes that it shall not (and that any Authorised User shall not):
1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software, Documentation and/or Mentorship Content (as applicable) in any form or media or by any means; or
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2. access all or any part of the Services, Documentation and/or Mentorship Content in order to build a product or service which competes with the Services, Documentation and/or Mentorship Content; or
3. except to the extent expressly permitted under the Contract, use the Services, Documentation and/or Mentorship Content to provide services to third parties; or
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Documentation and/or Mentorship Content available to any third party except the Authorised User, or
5. attempt to obtain, or assist third parties in obtaining, access to the Services, Documentation and/or the Mentorship Content other than as provided under this clause 3; or
6. introduce or permit the introduction of, any Virus or Vulnerability into the Website and ProSport Academy Limited’s network and information systems.
The Mentee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Documentation and/or Mentorship Content and, in the event of any such unauthorised access or use, promptly notify ProSport Academy Limited.

SERVICES

In addition to the rights granted under clause 3 and provided always that the Mentee has paid all outstanding Fees and otherwise complied with its obligations under the Contract, the Mentee shall be invited to attend ProSport Academy Limited’s annual refresher workshop. The date, time and location of the annual refresher workshop shall be notified to the Mentee in advance of the refresher workshop. The Mentee acknowledges and agrees that ProSport Academy Limited shall run refresher workshops at its absolute discretion and shall have no responsibility whatsoever to the Mentee in the event that it decides not to run a refresher workshop (whether owing to a Force Majeure Event or otherwise at the sole determination of ProSport Academy Limited).
ProSport Academy Limited warrants that it:
1. shall provide the Services (and make available the Documentation and the Mentorship Content) with reasonable care and skill and substantially in accordance with these Terms; and
2. has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
ProSport Academy Limited
1. does not warrant that:
  1. the Mentee’s use of the Services will be uninterrupted or error-free; or
  2. that the Services, Documentation and/or the information (including any Mentorship Content) obtained by the Mentee through the Services will:
    1. meet the Mentee’s requirements and to this end the Services shall not be construed as advice suited to any specific set of circumstances or requirements; or
    2. be accurate or up to date on any date following that on which the same is delivered or published; or
    3. be compliant with the applicable laws or current or best practice in the jurisdiction which the Mentee is 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
  3. the Software, Services, Documentation and Mentorship Content will be free from Vulnerabilities or Viruses; or
  4. the Software, Services, Documentation and Mentorship Content will comply with any Heightened Cybersecurity Requirements; and
2. is 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 the Mentee acknowledges that the Services, Documentation and Mentorship Content may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Further to clause 4.3.1.2, the Mentee expressly acknowledges and accepts that the Services, Documentation and/or the information (including any Mentorship Content) obtained by the Mentee through the Services is intended for educational purposes only and is not intended to constitute medical advice.
The existence of the Contract shall not prevent ProSport Academy Limited from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
The Mentee warrants and undertakes that it (and the Authorised User using the Services on its behalf) will use the Services (and any Documentation) in accordance with these Terms and the Website Terms of Use.
ProSport Academy Limited shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
1. planned maintenance carried out during the maintenance window of 7am and 12 noon UK GMT; and
2. unscheduled maintenance performed outside Business Hours, provided that ProSport Academy Limited has used reasonable endeavours to give the Mentee at least 3 Business Hours’ notice in advance (such notice not being required in the event of an emergency).
Where the Mentee experiences any technical issues regarding the Services, it shall contact ProSport Academy Limited via email, by contacting support@thegotophysio.com.

DATA PROTECTION

Both parties will comply with all applicable requirements of the DP Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the DP Legislation.
The parties acknowledge that for the purposes of the DP Legislation, the Mentee is the Controller and ProSport Academy Limited is the Processor.
Without prejudice to the generality of clause 5.1, the Mentee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to ProSport Academy Limited and/or lawful collection of the Personal Data by ProSport Academy Limited on behalf of the Mentee for the duration and purposes of the Contract.
Any Personal Data provided to ProSport Academy Limited under the Contract shall be processed in accordance with the Privacy Policy.

MENTEE’S OBLIGATIONS

The Mentee shall:
1. provide ProSport Academy Limited with all necessary:
  1. co-operation in relation to the Contract; and
  2. access to such information as may be required by ProSport Academy Limited in order to perform the Services;
2. without affecting its other obligations under the Contract, comply with all applicable laws, regulations and good industry standards with respect to:
  1. its activities under the Contract; and
  2. in respect of any services that it provides to its clients;
3. carry out all other Mentee responsibilities set out in these Terms in a timely and efficient manner;
4. ensure that the Authorised User uses the Services, Documentation and Mentorship Content in accordance with these Terms and shall be responsible for any Authorised User’s breach of the Contract;
5. obtain and shall maintain all necessary licences, consents, and permissions necessary for ProSport Academy Limited, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
6. ensure that its network and systems are sufficient in order for the Mentee to receive the Services and access the Documentation and the Mentorship Content; and
7. be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to ProSport Academy Limited’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Mentee’s network connections or telecommunications links or caused by the internet.

CHARGES AND PAYMENT

The applicable Fees shall be set out in the Services Confirmation, or, if no Fees are quoted, as set out within the Promotional Materials.
Unless differing payment terms are agreed in writing between the parties, payment in respect of the Fees (which shall be paid to the bank account nominated in writing by ProSport Academy Limited) shall be made by the Mentee immediately following its receipt of the Services Confirmation under clause 2.4. Time for payment of the Fees shall be of the essence.
The Fees are inclusive of value added tax and, where applicable, any sales tax (or any equivalent form of tax in any jurisdiction).
The Mentee shall pay all amounts due under the Contract in full, without deduction, withholding, set-off or counterclaim.
In the event that ProSport Academy Limited has not received payment of any due Fees by the due date for payment and without prejudice to any other rights or remedies of ProSport Academy Limited:
1. ProSport Academy Limited may withdraw, suspend, or otherwise restrict the Mentee’s access to any or all of the Services until payment (in addition to applicable interest under clause 7.5.2) has been made; and
2. the Mentee shall be required to pay daily interest on any overdue payments at a rate of up to 8% per annum above the Bank of England’s base rate from time to time in force, from the date on which such amount was payable until such amount is paid (both before and after any judgement).

INTELLECTUAL PROPERTY RIGHTS

The parties agree that any and all Intellectual Property Rights in or arising out of or in connection with the Services, the Documentation and the Mentorship Content shall be owned by ProSport Academy Limited (or its licensors) and that for the avoidance of doubt any and all Intellectual Property Rights remain in the possession of ProSport Academy Limited (or its licensors) at all times, do not transfer to the Mentee.
The Mentee is not permitted to make an onward sale or transfer of the Services, Documentation or Mentorship Content (or any part thereof), to any third party without the prior written consent of ProSport Academy Limited (or its licensors).
Subject always to clause 10 and the Mentee’s compliance with this clause 8, ProSport Academy Limited shall indemnify the Mentee, keep the Mentee indemnified and hold the Mentee harmless against any Losses (including any reasonably incurred legal costs, providing that such costs are approved in advance by ProSport Academy Limited) suffered by the Mentee arising out of any claim that the Services, Documentation or Mentorship Content infringe any third party’s Intellectual Property Rights (IPR Claim), provided that:
1. ProSport Academy Limited is given prompt notice of any IPR Claim;
2. the Mentee,if notified by ProSport Academy Limited in writing, ceases its use of the Services, Documentation or Mentorship Content that has given rise to the IPR Claim;
3. the Mentee provides ProSport Academy Limited with reasonable co-operation in the defence and settlement of any IPR Claim, at ProSport Academy Limited’s expense;
4. ProSport Academy Limited is given sole authority to defend or settle the IPR Claim; and
5. the Mentee makes no admissions of liability in respect of the IPR Claim, unless authorised in writing by ProSport Academy Limited to do so.
In the defence or settlement of any IPR Claim, ProSport Academy Limited may procure the right for the Mentee to continue using the Services, replace or modify the Documentation, Mentorship Content and/or Services so that they become non-infringing or, if such remedies are not reasonably available, immediately terminate the Contract without any liability to the Mentee whatsoever for any Losses suffered by the Mentee as a result, save that any Fees paid in advance for Services not yet delivered will be refunded promptly by ProSport Academy Limited.
The Mentee agrees to accept any replacement or modified Services under clause 8.4, providing always that any such replacement or modification of the Services does not breach ProSport Academy Limited’s obligations under clause 3.1.
In no event will ProSport Academy Limited be liable under the indemnity contained in clause 8.3 to the extent that the IPR Claim is based on or arises as a consequence of:
1. a breach of the Mentee’s obligations under clause 3; or
2. a modification of the Services, Documentation or Mentorship Content by anyone other than ProSport Academy Limited; or
3. the Mentee uses the Services, Documentation or Mentorship Content in a manner contrary to these Terms or the instructions provided to the Mentee by ProSport Academy Limited; or
4. the Mentee continues to use the Services, Documentation or Mentorship Content after notice of the alleged or actual IPR Claim from any third-party, ProSport Academy Limited or any appropriate authority.
The foregoing and clause 10 set out the Mentee’s sole and exclusive rights and remedies, and ProSport Academy Limited’s entire obligations and liability, for infringement of any Intellectual Property Right.

CONFIDENTIALITY

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Mentee acknowledges that details of the Services and Mentorship Content constitute ProSport Academy Limited’s Confidential Information and that the same may only be used to the extent provided for by these Terms.
No party shall make, or permit any person to make, any public announcement concerning this Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 9 shall survive termination of the Contract, however arising.

LIMITATION OF LIABILITY

Nothing in the Contract limits or excludes the liability of ProSport Academy Limited
1. for death or personal injury caused by ProSport Academy Limited’s negligence;
2. for fraud or fraudulent misrepresentation; or
3. any matter in respect of which it would be unlawful for ProSport Academy Limited to limit or exclude liability.
Subject to clause 10.1 and except as expressly and specifically provided in these Terms:
1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
2. the Services and the Documentation are provided to the Mentee on an “as is” basis and the Mentee expressly acknowledges that, given the nature of the Services and delivery of the same via the Website (including, in particular, the reliance upon third party network providers), it is impossible for ProSport Academy Limited to provide completely fault free Services.
Subject to Clause 10.1, the Mentee assumes sole responsibility for results obtained from the use of the Services, Documentation and Mentorship Content by the Mentee. In this regard, the Mentee warrants and undertakes that it has in place adequate insurance policies and professional qualifications governing its provision of further services to any patient or customer. ProSport Academy Limited shall have no responsibility whatsoever for any Losses suffered by the Mentee in the course of the Mentee’s dealing with its own patients and customers.
Subject to clause 10.1
1. ProSport Academy Limited shall under no circumstances whatsoever be liable to the Mentee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
  1. loss of profit;
  2. loss of goodwill;
  3. loss of business;
  4. loss of business opportunity;
  5. loss of anticipated saving;
  6. loss or corruption of data or information; or
  7. any indirect, special or consequential Loss,
  8. that arises under or in connection with the Contract; and
2. ProSport Academy Limited’s total liability to the Mentee 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 the Mentee to ProSport Academy Limited under the Contract.
The Mentee shall indemnify ProSport Academy Limited, keep ProSport Academy Limited indemnified and hold ProSport Academy Limited harmless from and against any and all Losses (including any direct, indirect, special or consequential Loss, loss of profit, loss of business, contract, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by ProSport Academy Limited arising out of or in connection with:
1. the Mentee’s breach of the Contract howsoever arising;
2. any wilful or negligent act or omission of the Mentee, its officers, employees, contractors or agents (including, for the avoidance of doubt, the Authorised User); and
3. the Mentee’s (and Authorised User’s) use of the Services.

TERMINATION

Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
1. in the case of ProSport Academy Limited, it issues a refund in respect of the Fees under clause 12.1.2;
2. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment;
3. the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
6. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
7. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
8. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
9. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
10. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
12. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.3 to clause 11.2.10 (inclusive);
13. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14. the other party (being an individual) is the subject of a bankruptcy petition, application or order;
15. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
16. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
The Mentee acknowledges that it shall be required to complete the Modules during the Services Period and ProSport Academy Limited shall not, unless otherwise agreed, have any continued obligation to continue providing the Services at the end of the Services Period.
At the end of the Services Period and providing always that the Mentee continues to comply with its obligations under these Terms, the Mentee shall continue to benefit from the rights granted to it under clause 3.2 to the extent that such is available and subject to any modifications from time to time by ProSport Academy Limited, however ProSport Academy Limited:
1. makes no warranty and provides no assurances that the Website, Documentation and the Mentorship Content shall be accessible for an indefinite period of time following the end of the Services Period; and
2. shall have no responsibility for any Losses suffered by the Mentee as a result of the unavailability of the Website, Documentation and/or the Mentorship Content following the end of the Services Period.
On termination of the Contract under this clause 11:
1. all licences granted under the Contract shall immediately terminate; and
2. the Mentee shall be required to irrevocably destroy and make no further use of any equipment, property, Documentation, Mentorship Content and other items (and all copies of them) belonging to ProSport Academy Limited.
Termination of the Contract 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 Contract which existed at or before the date of termination shall not be affected or prejudiced.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force after termination of the Contract shall remain in full force and effect. Such continuation includes, for the avoidance of doubt, the Mentee’s obligations in respect of its use of the Mentorship Content set out within these Terms.

MONEY BACK GUARANTEE

Notwithstanding clause 4.3.1.2 and clause 10, ProSport Academy Limited operates a 90-day guarantee in respect of the Services. Where the Mentee, within 90 days of the end of the Services Period, notifies ProSport Academy Limited in writing that it is incapable to use the Services in accordance with clause 3.2, ProSport Academy Limited may, at is absolute discretion and based upon the evidence supplied by the Mentee:
1. continue to provide the Services for a further period as ProSport Academy Limited deems to be reasonably necessary in the circumstances; or
2. provide a refund in respect of the applicable Fees to the bank account nominated in writing by the Mentee.
Any continued performance of the Services or refund of the Fees under clause 12.1 is conditional on the Mentee establishing that it:
1. attended the “Kickstart” session within 14 days of its receipt of the Confirmation Summary;
2. schedule and attend all 1-1 coaching calls within 7 days of the required timeframes stipulated by ProSport Academy Limited;
3. promptly request assistance in forums with complex patients;
4. post its 4 “Effective Explanation Videos” in the Website forums within 14 days of the Confirmation Summary;
5. post its required “Essential Exercise Prescriptions” homework in the Website forums within 30 days of the Confirmation Summary;
6. request additional support from ProSport Academy Limited during the week 6 check in call;
7. attend week 8 and complete the “Complex Patient Reflective Process” within 72 days of the Confirmation Summary; and
8. post 6 reflective case studies in the Website forums as prescribed within 80 days Of the Confirmation Summary.
The Contract shall immediately terminate on any refund being made under clause 12.1.2 and, for the avoidance of doubt, clause 11.4 shall apply post-termination.

NOTICES

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next Business Day delivery service, or by commercial courier or email.
A notice or other communication shall be deemed to have been received if:
1. delivered personally, when left at the address referred to in clause 13.1;
2. sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
3. delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
4. sent by email, one Business Day after transmission.
This clause 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.

FORCE MAJEURE

Provided it has complied with clause 14.2, if ProSport Academy Limited is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, ProSport Academy Limited shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
ProSport Academy Limited shall:
1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the Mentee in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays ProSport Academy Limited’s performance of its obligations for a continuous period of more than two (2) months, the Mentee may terminate the Contract by giving two (2) weeks’ written notice to ProSport Academy Limited.

NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

ENTIRE AGREEMENT

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.
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.

VARIATION

ProSport Academy Limited may amend or otherwise vary these Terms from time to time on providing not less than 30 days’ written notice to the Mentee. Where the Mentee does not accept any variation pursuant to this clause 17.1, the Mentee may terminate the Contract.
No other variation of these Terms or the Contract will be valid unless it is in writing and signed by both parties (save where, for example, the Mentorship is varied pursuant to these Terms).

ASSIGNMENT AND OTHER DEALINGS

The Contract is personal to the Mentee and the rights and obligations hereunder may not be assigned, sub-contracted or transferred to a third party without the prior written approval of ProSport Academy Limited.
ProSport Academy Limited may assign, sub-contract or otherwise transfer its rights and obligations hereunder without the Mentee’s prior written consent.

NO AUTOMATIC WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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 shall not affect the validity and enforceability of the rest of the Contract.
If one party gives notice to the other of the possibility that any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

THIRD PARTY RIGHTS

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

GOVERNING LAW

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

JURISDICTION

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