Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. About us
1.1 Company details. THE TRADES HUB LIMITED incorporated and registered in England and Wales with company number 08207404 whose registered office is at 20 Paradise Square, Sheffield, South Yorkshire, S1 1UA. Our VAT number is 168435091. We operate the website www.elitebusinessacademy.co.uk.
1.2 Contacting us. To contact us email us at firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Membership services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Elite Circle Membership services (Membership) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to the Membership confirmed in the Order Confirmation. You acknowledge that you are entering into this Contract in your capacity as a business, and there is no right to cancel your order or receive a refund.
3.5 If we cannot accept your order. If we are unable to supply you with the Membership for any reason (including but not limited to us believing there is a conflict of interest), we will inform you of this by email and we will not process your order. If you have already paid for the Membership, we will refund you the full amount.
4. The Membership
4.1 Nature of Membership. The Membership entitles you to receive access to “The Vault” our online training, networking and coaching portal.
4.2 Additional services. We may produce events which do not form part of “The Vault”. These events do not form part of the Membership, and your attendance of such events will be payable in addition to the Charges. Attendance of such events is not compulsory and is at your discretion.
4.3 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the contents of the Membership. They will not form part of the Contract or have any contractual force.
4.4 Compliance with specification. Subject to clause 4.3 above, we will supply the Membership to you in accordance with the specification for the Membership appearing on our website at the date of your order in all material respects. However, we have sole discretion to change the date, time and venue of events. We also have the discretion to vary the medium of delivery of an event between online, offline and pre-recorded events. Time for performance by us shall not be of the essence of this Contract.
4.5 Changes to specification. We reserve the right to amend the specification of the Membership without notice.
4.6 Reasonable care and skill. We warrant to you that the Membership will be provided using reasonable care and skill.
4.7 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Membership by such dates will not give you the right to terminate the Contract. If our performance of our obligations under this agreement is prevented or delayed by any act or omission or that of its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, we shall be allowed an extension of time to perform our obligations and shall not be in breach of our responsibilities.
5. Your obligations
5.1 You shall:
(a) co-operate with us in all matters relating to the Membership;
(b) you provide us with such information we may reasonably require in order to supply the Membership, and ensure that such information is complete and accurate in all material respects; and
(c) conduct yourself in a professional manner when attending sessions provided as part of the Membership.
5.2 If you are unable to attend an event session or call provided as part of the Programme, you cannot substitute another person to attend on your behalf. Where a Member is a limited company, only the individual named in the Order Confirmation may attend the sessions and you agree that you will not share any personal log in details with any other person.
5.3 If you fail to attend an event provided or do not log in to the online portal we are under no obligation to offer a refund of the Charges or provide a replacement session. You should ensure that you have all necessary computer hardware, software, telephone or internet connections etc. required for the Membership.
5.4 If your behaviour (including physical behaviour, written words, speech, social media posts and online communications) towards another member or towards us or its agents, subcontractors, consultants or employees is, in our sole opinion, non-co-operative, derogatory, bullying, aggressive, threatening or otherwise likely to damage our reputation or likely to cause distress to any other member or to us, then we reserve the right to immediately terminate the Membership by notice in writing to you. In the event of such termination the Charges, and in particular any remaining instalments of the Charges shall still remain payable.
5.5 You acknowledge that our Order Confirmation was made and based on certain criteria which you confirmed (including but not limited to) the nature of your business and the fact that you are not involved or engaged in other businesses which might complete or conflict with the Membership. If, during the Membership this criteria changes, you are obliged to notify us in writing immediately. If we become aware that the criteria have changed, and/or we believe that a conflict of interest has arisen between the nature of your business activities and ours, this would constitute a material breach of this Contract and we may, in our sole discretion terminate the Membership with immediate effect and you shall not be entitled to a refund of any Charges.
6. Membership in UK
6.1 You may place an order for the Membership from an address outside England, but in doing so you accept that the Membership content will be delivered in the context of English law, customs and practice.
7. Charges and auto renewal
7.1 In consideration of us providing the Membership you must pay our charges of £47 plus VAT per calendar month (Charges) in accordance with this clause 7.
7.2 You will pay the Charges each calendar month to maintain your Membership. Either party may cancel the Charges (and therefore the Membership) at any time. If you want to cancel your Membership, this can be done by cancelling your subscription in the “My Account” area of The Vault. After such cancellation your Membership shall immediately cease. No refund in whole or in part will be given for any part of a calendar month where the Charges are paid but are then subsequently cancelled.
7.3 We take all reasonable care to ensure that the prices stated for the Membership are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what happens if we discover an error in the price of the Membership you ordered.
7.4 Our Charges may change from time to time, and you will be notified of any changes in advance.
7.5 Where VAT is payable in respect of some or all of the Membership you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.6 It is always possible that, despite our reasonable efforts, some of the Membership on our site may be incorrectly priced. If the correct price for the Membership is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Membership at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Membership and refund you any sums you have paid.
8. How to pay
8.1 New members are entitled to their first month’s Membership free of charge, but such entitlement can only be used once. If a Member subsequently cancels and re-joins the Membership, they shall not be entitled to another free month.
8.2 Payment details for the Membership are taken in advance when you place your Order. We will then take your first payment upon acceptance on your order (unless you qualify for the free months Membership as set out at clause 8.1) and will take subsequent payments monthly in advance.
8.3 Payment for the Membership is by debit or credit card. We do not accept American Express as a method of payment.
8.4 We will send you an electronic invoice within seven days of payment. For any failed or cancelled payments, a £20 administration fee will be levied and for any Charges outstanding for more than 14 days your Membership will be immediately cancelled.
8.5 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.6 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Member’s Directory
9.1 “The Vault” will contain an external directory of members, which will be publicly available (“Member’s Directory”). By entering your details into the Member’s Directory you are agreeing for your contact details and any information you enter there to be accessed by the general public, and not just by other members.
9.2 The Member’s Directory will enable members of the general public to leave reviews about services you have provided to them. Whilst we will make reasonable efforts to establish the authenticity of such reviews we cannot be liable for any reviews which are not to your satisfaction. Further, we will not get involved in any disputes between you and a review author. It is our sole decision as to whether or not a review is published, not the Members or authors.
9.3 The Members Directory will also contain a message facility for members of the general public to contact a Member directly. Such messages shall not be vetted or reviewed by us. You should take all reasonable care when opening such messages, particularly containing links or attachments. We cannot be liable for any loss arising through the presence of malware, spyware, viruses or the like, nor can we be liable for any inappropriate content. By entering your details into the Members Directory you are agreeing to receive such messages.
9.4 If you do not want your information published, do not want to receive messages, or want your information to be removed, please email us at the email address given at Clause 1.2. Please be aware that historical content, subsequently deleted, may still be visible through internet search engines.
If a problem arises or you are dissatisfied with the Membership, please email us at the email address given at Clause 1.2.
11. Intellectual property rights
11.1 All intellectual property rights in or arising out of or in connection with the Membership will be owned by us. You acknowledge that you do not have any right, title or interest in any intellectual property or any updates or improvements to it
11.1 You do not acquire any ownership, license or other right in the Membership and any documents delivered as part of it and you have no right to use the Membership and any documents supplied save for a limited licence for the purposes of your participation in the Membership.
11.2 The Member acknowledges that it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it.
11.3 You are not authorised to:
(a) Copy, record, modify, reproduce, broadcast, post, transmit, distribute, sub-licence, sell or upload any part of the Membership;
(b) Record on video, audio tape, video phone or other means any part of the Membership;
(c) Use any content (including documents) for any reason other than your own participation in the Membership; or
(d) Remove any of our copyright or other mark on any content
and any such breach of this clause 10.3 shall allow us to immediately terminate the Membership, with the remainder of any outstanding part of the Charges being payable by you.
11.4 You consent to the unlimited use of your photographic images or videos or the fact that you are a Member in any promotional material used by us. You shall not use any of our photos or videos of other members or of us without our consent.
11.5 How we may use your personal information. We will use any personal information you provide to us to:
(a) provide the Membership;
(b) process your payment for the Membership; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
11.6 If you unsubscribe from receiving emails from us, we may still send you emails or communications by other means to provide notice or information pursuant to the terms of this Contract (for example in relation to renewals or Charges).
12. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 Subject to clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
12.4 Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to a sum equal to the total Charges paid under the Contract.
12.5 We have given commitments as to compliance of the Membership with the relevant specification in clause 4.4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.6 No part of the provision of the Membership by us is intended to be, nor should it be taken to be the provision of investment advice. We do not give any guarantee or warranty that the Membership will deliver a particular result or opportunity.
12.7 The delivery of the Membership is to provide information to the Member. It is not the provision of any instruction or order from us to do any particular act or thing. It is for you to decide whether to take any action as a result of the Membership and we do not accept any liability arising from your acts or omissions as a result.
12.8 Where you form a business relationship with another member, you do so entirely as a result of your own decision making. We do not accept liability for any business relationship formed between members, nor does we give any guarantee of the type or quantity of any business gained through purchasing the Membership.
12.9 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
12.10 This clause 11 will survive termination of the Contract.
13.1 We each undertake that we shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or any other member of the Membership, including the terms of this Contract, except as permitted by clause 12.2. You agree to keep all information shared by us or between members private and shall not share any such information with any other person.
13.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
14. Termination, consequences of termination and survival
14.1 Termination. Without limiting any of our other rights, we may suspend the Membership, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment and such amount remains outstanding for 14 days;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
(f) you carry out any act or omission which, in our sole opinion may bring our business into disrepute or may otherwise damage our goodwill, custom and connections.
14.2 Consequences of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination. Particularly the Charges will remain due and payable.
14.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Membership with you after the Event Outside Our Control is over.
16. Communications between us
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Entire Agreement. You acknowledge that:
(a) We do not guarantee any financial gain to you;
(b) We have not made representations about the Membership and the actual or future success of any member; and
(c) the financial success of your own business is dependent upon the you and not us.
17.7 No Partnership or Agency. Nothing in this agreement establishes any joint venture or partnership between us, or constitute either party the agent of the other. You shall not hold yourself out as being connected to us other than subscribing to the Membership, and shall not purport to be a business coach or similar.
17.8 No remedy for misrepresentation. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
17.9 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.