We hereby notify members that we have transferred all InTouch Ltd rights and obligations to Ros Taylor Company Ltd Trading as RTC Leadership and Coaching.
DEVELOPMENT PRODUCT TERMS
These terms and conditions (“Terms”) together with our Privacy Policy (detailing our use of your personal information) and our Terms of Website Use tell you information about us and the legal terms and conditions on which we provide our coaching and development products (“Development Products”) listed on our website www.intouchnetworks.com (our “Website”) to you.
References to “Ros Taylor”, “we”, “us” and “our” refer to Ros Taylor Company Limited and to “you” and “your” are to you, the customer.
These Terms apply to your purchasing, booking and participating in our Development Products (the “Contract”). Our Development Products include:
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Coaching Packages
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Writing Services
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Analytical Psychometrics
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Networking Events
In addition to any other products or packages that are advertised via our Website and any Development Products that incorporate any of the above.
All of our calls are recorded for training and monitoring purposes. There may be occasions when this doesn’t take place, such as system outages or when personal information is being shared with a member of our team.
1 IF YOU ARE A BUSINESS OR CONSUMER
● In some areas of these Terms you will have different rights, depending on whether you are a business or consumer.
● You are a consumer if you are buying Development Products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). You are a business if you are buying the Development Products for purposes relating to your trade, business, craft or profession, whether or not you are acting as an individual. This includes scenarios in which you are signing up for the Membership Services in order to gain skills and knowledge regarding leadership within your business. If you have any questions surrounding your status as a business or a consumer, please contact us.
● If you are a business customer, these Terms constitute the entire agreement between us in relation to your purchase of the Development Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
If you are a consumer, special attention should be paid to clauses 3, 4, 11, 12 & 14. If you are a business, special attention should be drawn to clauses 3, 4, 11, 12 & 15.
We may amend these Terms from time to time. You should keep a copy of these Terms for future reference. These Terms are only available in the English language.
THESE TERMS
Please take the time to read these Terms before purchasing any of our Development Products, as they include important terms which apply to you. Please note that by purchasing our Development Products, you agree to be bound by these Terms and the other documents expressly referred to in them. Before purchasing our Development Products you will be asked to agree to these Terms. If you do not accept these Terms, you will not be able to purchase the Development Products.
Depending on which of the Development Products you purchase, certain clauses in these Terms may not apply as follows:
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Clauses 1 to 6 and 11 to 18 shall apply to all Development Products
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Clause 7 shall only apply to Writing Services (as defined in clause 7)
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Clause 8 shall only apply to Coaching Services
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Clause 9 shall only apply to Analytic Psychometric Services
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Clause 10 shall only apply to Networking Events
2 INFORMATION ABOUT US
We are Ros Taylor Company Limited, a limited company registered in England and Wales under company number 06407764 and our registered address is at Hollinwood Business Centre, Albert Street, Lancashire, OL8 3QL.
3 CONTACTING US
3.1 If you wish to contact us for any reason, the best way to contact us is by email at clientsuccess@intouchnetworks.com, using our Contact Us form on the Website or using our live chat “Help” function on our Website.
3.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us when you purchase any Development Product.
3.3 When we use the word ‘writing’ or ‘written’ in these Terms, this includes emails but not fax.
4 REGISTRATION AND CONTRACTING PROCESS – SPECIAL ATTENTION IS DRAW TO THIS CLAUSE
4.1 If you wish to purchase the Development Products, you will be able to do so in different ways, which depends on whether this is done via our Website, or on the telephone. This clause will set out the ways in which you can raise an order (hereafter, the “Order”) for the Development Products:
4.1.1 Via our Website – our Website pages will guide you through the steps you need to take to register and raise an Order for our Development Products. When registering on the Website, You need to provide your full name, email address and phone number, you are responsible for ensuring that these details are complete and accurate. After providing this information you will be provided with the option for either:
4.1.1.1 one of our development managers (“Development Managers”) to contact you using the details you have provided and you will be able to register and raise an Order for your required Development Product; or
4.1.1.2 to raise an Order for the Development Product directly, which shall be followed up with a welcome email from us.
4.1.2 When you raise your Order for our Development Products on our Website, you will be required to click the button marked “I Accept”, confirming that you accept these Terms.
4.1.3 By telephone – you can also register and raise an Order for the Development Products over the phone by calling us on 0161 714 4179. One of our Development Managers will take you through the process by telephone and you will need to provide the same information a during a Website registration. Once this information has been provided you will be able to raise an Order for the required Development Products. When you raise your Order for our Development Products by telephone with one of our Development Managers they will refer to these Terms as applying to the Development Product.
4.1.4 Face to face – one of our Development Managers can meet with you in person at our offices to guide you through the process of registering for and purchasing our Development Products and you will need to provide the same information as during a website registration. You can then raise an Order by signing the registration application and agreeing a payment method with us. When you raise your Order for the Development Products through a face to face meeting our Development Manager will provide you with a copy of these Terms and explain how they apply to the Development Product.
4.2 We will, at our discretion, decide whether to accept or refuse your Order. Your Order will only be accepted when we send an email confirmation to you (to the email address provided when raising the Order) confirming such acceptance of your Order and that we are able to provide you with the Development Products (“Order Confirmation”). It will be at this point at which a contract will come into existence between you and us (“Commencement Date”).
4.3 If we are unable to accept your Order, we will inform you of this either in person at the time you raise your Order or otherwise in writing following submission of your Order. Where an Order has been refused, we will promptly refund any sums (to your credit card or debit card that was used when raising the Order) that have been paid by you.
4.4 In emailing you to confirm acceptance of your Order we will provide you with a summary of the Development Products subject to that Order.
4.5 If any of the information which you provided within your Order changes at any time during the duration of the contract you must notify us of this fact. At this stage we will assess whether this affects our ability to provide the Development Products, the price or any other matter relating to the contract.
5 PRICE AND PAYMENT – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE
5.1 The price of the Development Products (which includes VAT) will be the price indicated:
5.1.1 either on the order pages of our Website if you placed your order through our Website; or
5.1.2 advised to you by our Development Manager if you placed your Order by telephone or face to face.
5.2 We use our best efforts to ensure that the price of the Development Product you purchase is correct but from time to time our Development Managers may make mistakes when quoting prices to you by telephone, or our Website may display an error in pricing. If this happens and is due to our genuine mistake we will follow this up and confirm the correct price with you at which point you can either agree to purchase the relevant Development Product at that correct price or not. If you still wish to proceed with the purchase of the Development Product then the Contract shall be concluded with you in accordance with clause 3.2 but if you do not wish to continue with the purchase of the Development Product then no contract shall come into force with you.
5.3 We accept payment by credit or debit card, or bank transfer. You authorise us to charge any Payment Method associated to your account. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not inform us, we may suspend your access to the service until we have successfully charged a valid Payment Method, this may include collections via an external agency and may incur additional charges.
5. 4 If the rate of VAT or any other sales tax changes between your order date and the date we supply the Development Products, we will adjust the rate of VAT that you pay, unless you have already paid for the Development Products in full before the change in the rate of VAT takes effect.
5.5 Unless otherwise agreed in writing by us, the price of the Development Product must be paid on the Commencement Date (4.2) and we will not supply the Development Products until the full price has been paid. If we have agreed that the price (or any relevant part of it, where we agree to instalment payments) is not paid in full (or, where appropriate, on the relevant due date), then we may delay supplying the Development Product (or, if the Development Product is a course or workshop, prevent you from attending) until it is and we will not be liable to you for any loss you suffer as a result.
5.6 If we agree to allow you to pay in instalments and you fail to make payment of a relevant instalment when due then, in addition to our rights set out in clause 4.5, we may deem the Contract to be cancelled by you and:
5.6.1 in the case of the Writing Services, you shall be required to pay the Fees in full,
5.6.2 in the case of the Coaching Packages (as defined in clause 8), clause 8.6 shall apply.
5.6.3 in the case of Event(s) (as defined in clause 10), clause 10.3 shall apply.
5.7 If you do not make any payment to us by the due date we may (in addition to any other rights we may have) charge interest to you on the overdue amount at the rate of:
5.7.1 8% per year above the Bank of England’s base rate from time to time is the customer is a business; or
5.7.2 4% a year above the Bank of England’s base rate from time to time is the customer is a consumer.
You must pay us interest together with any overdue amount. In the event that there are outstanding sums due to us we may suspend the provision of the Development Products until such time as you have paid us. Collections activity may be taken against any unpaid fees . This may include engaging with an external collections agency to recover any unpaid fees that are due.
5.8 Where we have provided an invoice (which may do from time-to-time at our discretion or on your request in writing) and you think that an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
5.9 If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6 OUR RIGHT TO VARY THESE TERMS AND THE DEVELOPMENT PRODUCTS
6.1 We may revise these Terms as they apply to the Development Products from time to time to the extent necessary to reflect changes in relevant laws and regulatory requirements and our business practices and procedures, including the technologies and payment methods we use.
6.2 We may make amendments to the Development Products to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Development Products.
6.3 We are entitled to make amendments or changes to the delivery of our products, for example changes to your coach, facilitators or speakers at any time to ensure that the delivery is to the required standards of the business. Where these changes are applied we will aim to notify clients with at least 24 hours notice, however in some extreme cases this is not always possible. The business will not be liable to provide a refund, full or partial, in this scenario and will provide an alternative coach, facilitator or speaker.
6.4 We are entitled to make more substantial changes to the Development Products, but we aim to provide you with at least thirty (30) days’ notice of these changes before they come into effect if they remove any material functionality or features. There may be occasions where this is not possible, if you do not agree to any such changes you must notify us and you will be offered a credit note for any unused part of your development products.
7 GENREAL OBLIGATIONS FOR BOTH PARTIES
7.1 In providing the Development Products we shall provide the Development Products with reasonable skill and care and, where applicable, where the Development Products are digital content, such will be of a satisfactory quality.
7.2 You agree that you shall:
7.2.1 co-operate with us in all matters relating to the Development Products;
7.2.2 provide us with such information and materials as we may reasonably require in order to supply the Development Products, and ensure that such information is complete and accurate in all material respects;
7.2.3 not use the Development Products:
7.2.3.1 for any purpose that is unlawful;
7.2.3.2 to commit any act or fraud;
7.2.3.3 to distribute viruses, malware, or other similar harmful software code;
7.2.3.4 for the purposes of promoting unsolicited advertising or spam;
7.2.3.5 to simulate messages from us or any other service or entity in order to collect identity information, authentication credentials, or other information (“phishing”);
7.2.3.6 in any manner that disrupts the operation of our Website or business or the website of any other entity including our learning management system;
7.2.3.7 to represent or suggest that we endorse any other business product or service unless we have separately agreed to do so in writing;
7.2.3.8 to gain authorised access to us use of computers, data, systems, accounts or networks; or
7.2.3.9 to attempt to circumvent password or user authentication methods.
7.3 Certain of the Development Products may allow you to make submissions or otherwise communicate with other persons receiving Development Products and when you make any such submissions or communications (including, but not limited to, face to face meetings, online webinars, or other methods of interactions) they must be:
7.3.1 your own original work and lawfully submitted;
7.3.2 factually accurate or your own genuinely held belief;
7.3.3 provided with the necessary consent of any third party;
7.3.4 not defamatory or likely to give rise to an allegation of defamation;
7.3.5 not offensive, obscene, sexually explicit, discriminatory or deceptive; and
7.3.6 unlikely to cause offence, embarrassment or annoyance to others.
8 WRITING SERVICES
8.1 Our CV Writing Services and LinkedIn Rewrite Services (the “Writing Services”) are detailed on the relevant pages on our Website or sales brochures.
8.2 We accept in good faith any information which you provide to us in relation to the Writing Services and we are not in any way responsible for verifying the accuracy of such information. It is your responsibility to verify that all the information contained within any document (including your LinkedIn profile) that we provide to you as part of the Writing Services (the “Materials”) is true, accurate and correct in all respects.
8.3 We do not guarantee that the provision of the Writing Services nor any Materials supplied will result in an interview, successful application for any job, or lead to any other particular outcome, as all outcomes are dependent upon a number of additional factors over which we have no control.
Cancellation
8.4 Where you are a consumer we will not usually begin to provide the Writing Services to you until the cooling off period referred to in clause 12 has ended. However if you wish to commence the Writing Services before this then you must agree to this by notify us in writing (via email) under clause 11 that you both wish for us to commence the Writing Services immediately and you acknowledge that your right to cancel within the cooling off period will be lost.
8.5 If you decide to cancel the Writing Services after we have started providing them at your request, you must pay us for the Writing Services provided up until the time you tell us that you wish to cancel them and any refund provided to you pursuant to clause 11 shall be subject to a deduction for any part of the Writing Services which we have performed up to the time that you cancel. Once we have completed the provision of the Writing Services you cannot change your mind, even if you are still within the cooling off period.
Delivery
8.6 We will deliver Materials to you in accordance with the timescales set out on our Website and confirm this when we provide you with an Order Confirmation. Any timescales provided are estimates only.
8.7 Where you are a business, whilst we will use our reasonable efforts to comply with stated timescales, time is not of the essence and we will have no liability if we fail to do so.
8.8 Due to the nature of the Writing Services, we will require input from you to produce first, and possibly further drafts, of the Materials. As such we will provide you with forms which you need to complete in order for us to produce the Materials. We shall confirm estimated delivery dates for all drafts with you once we have your input and/or forms and we will not be responsible for any delays caused by your failure to respond either in a timely manner or at all.
8.9 Where any element of the Writing Services involves a telephone or one to one consultation, we will contact you to agree an appointment date and time which you agree must be within 6 weeks of the Order Confirmation. We will make reasonable attempts to make contact with you at the time of the agreed appointment including by text, email or phone, however if we are unable to contact you using one of these methods you will forfeit that appointment and no refund will be offered. We will thereafter attempt to work without the need for such contact however we cannot guarantee the quality of the work in these circumstances given the bespoke and personal nature of the Writing Service.
Errors and acceptance
8.10 In the unlikely event that there is a defect or error with the Writing Service, we would request that you contact us and tell us as soon as reasonably possible giving us a reasonable opportunity to remedy any defect (in any event no less than 14 days) and if you do so we will use every reasonable effort to remedy the defect as soon as reasonably practicable.
8.11 Once we have delivered any final Materials to you pursuant to the Writing Services, such Materials shall be deemed to be accepted by you and the Writing Service complete if you do not advise us of your rejection or required further amendments within five working days within receipt (i.e. Monday to Friday, excluding bank holidays).
8.12 Any materials or information that you provide to us in order for us to perform the Writing Services must be your own and not infringe the rights of any third party (such as, for example, intellectual property rights). We agree that we shall not acquire any right, title, or interest in such material other than to the extent that is strictly necessary for us to provide you with the Writing Services and you agree to indemnify us for any loss, damage, penalty, fine, or other liability which we may suffer should the material or information that you provide infringe the rights of any third party.
8.13 We own or are a licensee of all intellectual property rights in and to any Materials produced as part of the Writing Services subject to clause 7.11. We grant to you a worldwide, royalty free, irrevocable licence to use such intellectual property rights for your own personal use in applying for jobs and related matters but you must not use the intellectual property rights to otherwise make a profit or provide them to any third parties without our prior written authorisation
9 COACHING SERVICES
9.1 Certain Development Products (described on our Website or sales brochures as “Coaching Services”) are provided by means of a course (a “Course”), which is broken down into separate modules which are constituted by of either one to one coaching, group coaching and/or online webinars (each a “Module”). Attendance at and/or participation in all Modules of a Course is required to successfully complete the Course.
9.2 Registration information and joining instructions will be sent to Delegates by email at least seven days prior to the start of the Course. If you haven’t received the information by this time, you should contact us by email:
9.2.1 for any webinar series at webinars@intouchnetworks.com; or
9.2.2 for group/one to one coaching at coach@intouchnetworks.com.
9.3 Unless we agree otherwise, you must complete the Course within 6 months (or 12 months, in the case of any 12 month coaching packages) of the date of the Order Confirmation, failing which you shall no longer be entitled to participate in the Course or any outstanding Modules and you will not be entitled to refund of any monies paid.
9.4 As part of the Course you may be provided with a learning plan consisting of remote work, coaching, and assignments which you will be required to complete and submit all required work to your coach by the agreed deadline.
9.5 From time to time we may amend or change a coach or a course facilitator. Where these changes are required we will aim to provide at least 24 hours’ notice, however there may be instances (such as illness or otherwise) where this is not always possible. We will make every attempt to provide cover or alternative solutions such as rescheduled dates, alternative coach or facilitator. Where Ros Taylor provide alternative arrangements no refund will be offered, however you may be provided with a Credit note.
9.6 We reserve the right to withdraw access to the Course and/or any Module and/or terminate any registration on the relevant Course or Module on written notice if you:
9.6.1 breach our code of conduct for participants and coaches (which has been made available you when you registered with us or raised an Order for the Development Products), or
9.6.2 do not pay to us any monies when due.
Cancellations
9.8 If you wish to cancel your participation on a Course and you are outside of the cooling off period referred to in clause 11, you must notify us of this in writing. If you cancel and you are outside of the cooling off period referred to in clause 11, then we may suffer loss or damage as a result of your cancellation in respect of time spent to find a replacement attendee (if this is possible at all) and as a genuine attempt to estimate what those likely damages would be, the following amounts shall be due and payable if you cancel your participation on a Course during the timescales set out below:
9.8.1 more than 60 days in advance of the start of the Course: standard administration fee of £250;
9.8.2 45 to 59 days in advance of the start of the Course – 25% the price will be payable;
9.8.3 30 to 44 days in advance of the start of the Course – 50% of the price will be payable;
9.8.4 15 to 29 days in advance of the start of the Course – 75% of the price will be payable;
9.8.5 14 days or less in advance of the start of the Course – 100% of the price will be payable.
9.9 Where you have already paid for the Course (in full or in part), we shall be entitled to deduct the above amounts from any refund. If you have not yet paid for the Course (or not paid enough to satisfy the above losses) we shall be entitled to recover the above amounts from you.
9.10 If you wish to rearrange a Module less than 7 days before its date, or you do not attend/participate in a Module, then the time allocation for that Module shall be deemed to have been incurred by you regardless.
Alterations to Courses
9.11 We reserve the right to make alterations to the Course materials, coaches and to venue and timings for Modules and/or the Course as may be necessary to facilitate proper delivery.
9.12 If it is necessary, for any reason outside of our reasonable control, for a Course or a Module to be postponed or the dates changed, we shall not be liable for any expenditure, damage or loss incurred by you, your registration shall remain in force for the rearranged Course or Module and will be subject to the cancellation procedures set out in clauses 8.7 and 10.
9.13 In the unlikely event of a Course or Module having to be cancelled by us (and where we do not rearrange), a credit note will be offered (less the value of any Modules that you have already attended). Notwithstanding clauses 14 and 15, our total liability in these circumstances will be limited to the amount of the price actually paid by you.
Problems with the Course
9.14 Our primary aim is to create Courses of the highest standards that also reflect value for money. If you are not happy with the Course or any Module and feel that it does not meet the description given on our Website and you notify the coach of this by end of the first day of the Course or the affected Module and follow this up with an email detailing your concerns as soon as possible after this, a credit may be given (at our absolute discretion) for the Course or Module. We will consider the reasons for dissatisfaction and if we consider that they are reasonable, an appropriate credit will be given.
9.15 If you do not attend the Course or any particular Module you will not be eligible for a refund or credit note.
9.16 Notwithstanding clauses 14 and 15, in no circumstances shall our liability (if any) under clause 8.12 exceed the amount paid by you.
9.17 Any views expressed by coaches when delivering the Course are their own. We cannot accept liability for advice given, or views expressed, by any Coach, facilitator, observer or speaker and Course or Module or in respect of any material that they provide.
Photography and Filming
9.18 For promotional purposes, there may be a professional photographer and/or video production taking place during a Course or individual Modules including in respect of any Modules which are to be made available for later download by you as described in our Website and our sales brochure. Participants who do not wish to be filmed or recorded should advise us by email to webinars@intouchnetworks.com prior to the Course or Module starting.
Intellectual Property
9.19 All intellectual property rights in any Course materials (including any online webinars) provided to or made available to you belong to (or are licensed to) Ros Taylor Comapny limited and whilst you can use these materials for your own personal use, they must not be copied, distributed or resold without our express written consent. We do not provide any warranties or assurances that such use will not infringe the intellectual property rights of any third party.
Website and links
9.20 We do not guarantee that our Website will be available 24/7 or that it will be free from errors or interruptions. We do not therefore guarantee that Delivered Products will be available for viewing on the Website continuously or provided free of faults.
9.21 In the unlikely event that there is any defect or error with a Delivered Product we will use every reasonable effort to repair or fix the defect as soon as reasonably practicable and would request that you:
9.21.1 contact us and tell us as soon as reasonably possible;
9.21.2 give us a reasonable opportunity to repair or fix any defect (in any event not less than 2 days).
9.22 We will contact you in advance to tell you if we will be suspending supply of the Delivered Product due to errors, defects or other issues with our website, unless the problem is urgent or an emergency.
9.23 If we suspend the supply of the Development Products, or there is a defect or error which affects the provision of the Development Products then no refunds or rebates of the price for the Development Products shall be due or payable unless the Development Products are affected for a period of more than 30 days in which case you shall be entitled to terminate the Contract and we will refund you / or provide a credit note to a reasonable amount of the fees you have paid by reference to (i) the use you have made of the Delivered Products up to that point, and (ii) the remaining period of your subscription.
Insurance
9.24 It is your responsibility to arrange appropriate insurance cover in connection with your attendance on the Course. We cannot be held liable for any loss, liability or damage to personal property. Nothing in this limits your statutory rights where you are acting as a consumer.
Special Requirements
9.25 You should advise us of any special access requirements at the time of purchase.
9.26 If you have any food allergies or other dietary requirements, please tell us no later than two working days prior to the start date of the Course
YOUR FURTHER OBLIGATIONS
Course Transfer
9.27 Should you wish to transfer your attendance on a Course to the same Course to be delivered at a later date, you must request this in writing. We will use reasonable efforts to accommodate this, but cannot guarantee this (and if under exceptional circumstances we authorise a change, we will only allow one such transfer). Any transfer must relate to the entirety of a Course and not an individual Module. Individual Modules cannot be transferred.
9.28 We reserve the right to charge a fee in relation to any transfer referred to in Clause 8.25, depending on the length of notice that is given. If the request is received:
9.28.1 more than 60 days in advance of the start of the Course – standard administration fee of £100;
9.28.2 30 to 59 days in advance of the start of the Course – 20% of the price will be payable as a transfer charge;
9.28.3 15 to 29 days in advance of the start of the Court – 40% of the price will be payable as a transfer charge;
9.28.4 14 days or less in advance of the start of the Course – course may not be transferred;
9.28 Notwithstanding any transfer, the price for the Course shall be paid in accordance with the original payment terms.
10 ANALYTICAL PSYCHOMETRICS
10.1 Our Analytical Psychometrics Services (the “Analytical Services”) are detailed on the relevant pages page on our Website.
10.2 When participating in any assessments undertaken as part of the Analytical Services it is your responsibility to ensure that you respond honestly, fully and accurately with a view to ensuring the quality and accuracy of the results. We will not be responsible for any results of any assessment in respect of which you do not participate as required under this clause 9.2.
10.3 We will not usually begin to provide the Analytical Services to you until the cooling off period referred to in clause 11 has ended. However, if you want us to start providing the Analytical Services before this then you must notify us in writing that you both wish for us to commence the Analytical Services immediately and you acknowledge that your right to cancel within the cooling off period will be lost.
10.4 If you decide to cancel the Analytical Services after we have started providing them at your request, you must pay us for the Analytical Services provided up until the time you tell us that you wish to cancel them and any refund provided to you pursuant to clause 11 shall be subject to a deduction for any part of the Analytical Services which we have performed up to the time that you cancel. Once we have completed the provision of the Analytical Services you cannot change your mind, even if you are still within the cooling off period.
10.5 We will deliver the assessment results profiles (which are the results of the Analytical Services) to you in accordance with the timescales set out in the Order Confirmation or, if no timescale is set out, within 72 hours of you completing all assessments. Where you are a business, whilst we will use our reasonable efforts to comply with stated timescales, time is not of the essence and we will have no liability if we fail to do so.
10.6 Where any element of the Analytical Services involves a telephone or one to one consultation we will contact you to agree an appointment date and time which you agree must be within 6 weeks of the Order Confirmation. We will make every reasonable attempt to make contact with you at the time of the agreed appointment including by text, email or phone, however if we are unable to contact you using one of these methods you will forfeit that appointment and no refund will be offered. We will thereafter attempt to work without the need for such contact however we cannot guarantee the quality of the work in these circumstances given the bespoke and personal nature of the Analytical Service.
10.7 The Analytical Services are provided on our behalf by a third party who is either the owner or are a licensee of all intellectual property rights in and to any assessment results profiles produced as part of the Analytical Services. You must not do anything which infringes their intellectual property rights in respect of the Analytical Services and you agree to indemnify and hold us harmless in respect of any loss that we suffer as a result of your breach of this clause 9.
11 NETWORKING EVENTS
11.1 Details of the networking event (“Event(s)”) will be set out on our Website and/or the Order Confirmation.
11.2 We reserve the right to refuse your participation on a networking event (an “Event”) and/or any Module and/or terminate any registration on the relevant Course or Module on written notice if you do not pay to us any monies when due.
Cancellations
11.4 If you wish to cancel your attendance at an Event and you are outside of the cooling off period referred to in clause 11, you must notify us of this in writing. If you cancel and you are outside of the cooling off period referred to in clause 11 then we may suffer loss or damage as a result of your cancellation in respect of time spent to find a replacement attendee (if this is possible at all) and as a genuine attempt to estimate what those likely damages would be, the following amounts shall be due and payable if you cancel your attendance at an Event during the timescales set out below:
11.4.1 more than 60 days in advance of the Event: standard administration fee of £30;
11.4.2 45 to 59 days in advance of the Event – 25% the price will be payable;
11.4.3 30 to 44 days in advance of the Event – 50% of the price will be payable;
11.4.4 15 to 29 days in advance of the Event – 75% of the price will be payable;
11.4.5 14 days or less in advance of the Event – 100% of the price will be payable.
11.5 Where you have already paid for the Event (in full or in part), we shall be entitled to deduct the above charges from any refund or credit note. If you have not yet paid for the Event (or not paid enough to satisfy the above losses) we shall be entitled to recover the above amounts from you.
11.6 If it is necessary, for any reason outside of our reasonable control, for an Event to be postponed or the dates changed, we shall not be liable for any expenditure, damage or loss incurred by you, your registration shall remain in force for the rearranged Event and you will be subject to the cancellation procedures set out in clauses 10.3 and 11.
11.7 In the unlikely event of an Event having to be cancelled by us (and where we do not rearrange), a full refund will be made. Notwithstanding clauses 14 and 15 our total liability in these circumstances will be limited to the amount of the price actually paid by you.
11.8 If you do not attend the Course or any particular Module you will not be eligible for a refund.
12 RIGHT TO CANCEL OR TERMINATE – SPECIAL ATTENTIOAN IS DRAWN TO THIS CLAUSE
Consumer rights to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “2013 Regulations”)
12.1 Under the 2013 Regulations, consumers have the right to cancel the Contract within 14 days of the Commencement Date (“Cancellation Period”) without giving any reason. This is known as the right to change your mind. Please note the introductory paragraphs contained within these Terms, which set out the circumstances in which you may or may not be a consumer. For the avoidance of doubt, where you are purchasing the Membership or Development Services for use in your business or in a professional capacity, it is highly likely that you will not have rights to change your mind under the 2013 Regulations.
12.2 Where you are a consumer, the Cancellation Period will expire after 14 days after the day on which we send you your Order Confirmation pursuant to clause 4.2 and it is sufficient for you to send your communication (in accordance with clause 11.7) concerning your exercise of the right to cancel before the Cancellation Period has expired.
12.3 If you cancel the Contract in your capacity as a consumer during the Cancellation Period, we will reimburse to you the price you paid for the Development Product via credit note to use with any product/service, however we may make a deduction from the reimbursement for the value of any use you have made of the Development Product during that period. Such deduction shall be calculated by comparing your use of the Development Product during that period with the use by other customers generally and what might be expected to be used over the usual course of the Contract but for your cancellation. For example, you may be subject to a significant deduction in the event that you used a significant proportion of the Membership or Development Services within the Cancellation Period such that we reasonably consider that there has been unfair usage.
12.4 For the avoidance of doubt, when you exercise your rights to cancel the Contract under this clause 11, you shall not be entitled to, and we shall not issue you with a VAT receipt for any Development Services provided under this Contract receipt pursuant to clause 6.5 above. Furthermore, if, following your cancellation, it transpires that you are a business (and thus had no right under the 2013 Regulations to cancel), we reserve the right to charge the full price for the services provided.
12.5 We will make the reimbursement:
12.5.1 without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the Contract or where there is no payment run during that period (or the remainder of that period following the processing of the refund) and where making a dedicated payment would cause unreasonable business disruption having regard to the nature of the refund, on the date of the following payment run; and
12.5.2 using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
Early termination by you
12.6 Without affecting any other right or remedy available to you, you may have a legal right to end the Contract because of something we have done or are going to do. These reasons include:
12.6.1 we have told you about an upcoming change to the Development Product or these Terms (other than pursuant to clauses 4.1 or 4.2) to which you do not agree;
12.6.2 there is a risk that our ability to provide the Development Product may be significantly delayed because of events outside our control;
12.6.3 we have suspended supply of the Development Product for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days.
12.7 Even if we are not at fault and you do not have a right to change your mind (see clause 11.1), you can still end the Contract before the product or services are provided (or applicable Renewal Period) but you will not be entitled to a refund of any fees paid. If you want to end the Contract where we are not at fault and you have not changed your mind in accordance with clause 11.1, just contact us (in accordance with clause 11.7) to let us know and the Contract will end immediately.
How to end the Contract with us
12.8 To end the Contract with us, please let us know by doing one of the following:
12.8.1 by sending an email to us at clientsuccess@intouchnetworks.com;
12.8.2 completing the Model Cancellation Form contained in Schedule 1
in both circumstances, we will send a written confirmation to you confirming that termination has taken place.
12.9 If you are a business, any notification must be in writing confirming your name, address, email address you used to sign up to the Development Product, and any order or reference number.
13 OUR RIGHTS TO END THE CONTRACT – Special attention is drawn to this clause
13.1 We may end the Contract for the Development Product at any time by writing to you if you:
13.1.1 breach your obligations under clause 6;
13.1.2 do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;
13.1.3 do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Development Product; or
13.1.4 do not, within a reasonable time, allow us access to information required to deliver the Development Product to you.
13.2 If we end the Contract in the situations set out in clause 12.1 we will provide a credit note / refund any money you have paid in advance for Development Product we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
13.3 Notwithstanding clause 12.1, we may terminate the Contract with immediate effect by giving written notice to you. If we choose to end the Contract under this clause 12.3, we will provide a credit note / refund you any money or fees you have paid in advance for the Development Product after the termination date.
14 YOUR RIGHTS IF YOU ARE A CONSUMER
14.1 If you are a consumer we are under a legal duty to supply the services in conformity with this Contract. Under the Consumer Rights Act 2015, this includes an obligation to provide the Development Products with reasonable care and skill and ensure that any digital content is of a satisfactory quality. If we fail to comply with our obligations under the Consumer Rights Act 2015 or associated legislation, you may have rights to terminate the Contract or otherwise claim a refund in respect of the Development Products.
14.2 If you have any further questions regarding your key legal rights in respect of the Development Products, please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. Nothing in these Terms will affect your legal rights.
15 OUR LIABILITY FOR LOSSES SUFFERES BY YOU IF YOU ARE A CONSUMER TO YOU AS A CONSUMER – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, on the Commencement Date, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Development Product as summarised at clause 14.1.
15.3 If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we may be responsible for such damage. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
15.4 We are not liable for business losses. If you are a consumer, we only supply the Development Product for to you for domestic and private use. If you use the Development Product for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.
16 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERES BY YOU IF YOU ARE A BUSINESS- SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
16.1 If you are a business customer, we warrant that the Development Product shall be provided with reasonable care and skill and that, where applicable, any digital content supplied will be of a satisfactory quality.
16.2 Nothing in these Terms shall limit or exclude our liability for:
16.2.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
16.2.2 fraud or fraudulent misrepresentation;
16.2.3 to the extent applicable, any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
16.2.4 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
16.3 Where applicable and except to the extent expressly stated in clause 15.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
16.4 Subject to clause 15.2:
16.4.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
16.4.1.1 loss of profit;
16.4.1.2 loss of goodwill;
16.4.1.3 loss of business opportunity;
16.4.1.4 loss of anticipated saving;
16.4.1.5 loss or corruption of data or information; or
16.4.1.6 any indirect, special or consequential actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements (Losses),
16.4.2 that arises under or in connection with the Contract; and
16.4.3 our total liability to you for all other Losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid by you in the last 12 months for the Development Product.
17 INTELLECTUAL PROPERTY RIGHTS
17.1 We own (or are a licensee of) all intellectual property rights in our Website/portal and any material published on it or subsequently provided to you (whether via email or otherwise) under these Terms. Those works are protected by copyright and other laws relating to intellectual property around the world. You are permitted to print off copies and download extracts from our Website or the material published on it for your own personal use provided that you do not modify these in any way or share these with third parties in any way. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any use of extracts from the Website or materials published on it other than in accordance with this clause 16 for any purpose is prohibited.
17.2 If you upload any copyright protected material (including photographs) to our Website, it is your responsibility to obtain the permission of the copyright owner and you agree to indemnify us and hold us harmless against any losses, damages, or penalties that we suffer as a result of you uploading any material in respect of which you do not have the permission of the copyright owner.
17.3 Please see our Website Terms of Use for further details on our intellectual property rights and the content uploaded by our members.
18 EVENTS OUTSIDE OF OUR CONTROL
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by, or, contributed to in any material way, an event outside our control nor where such an event outside makes performance with the Contract onerous to a degree not reasonably in the contemplation of the parties at the time of entering the Contract. An event outside our control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, changes in the law or the issuance of governmental orders, advise, recommendations or similar edicts, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
18.2 If an event outside our control takes place that affects the performance of our obligations under these Terms:
18.2.1 we will contact you as soon as reasonably possible to notify you; and
18.2.2 our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control. Where the event outside our control affects our delivery of Development Products to you, we will arrange delivery of the Development Products to you after the event outside our control is over.
19 OTHER IMPORTANT TERMS
19.1 We may transfer our rights and obligations under the Contract to another organisation but this will not affect your rights under the Contract. We will always notify you by posting on our Website if this happens and we will ensure that the transfer does not affect your rights under the Contract.
19.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
19.3 Subject to clauses 18.1 and 18.2 no person shall have any rights to enforce any terms of the Contract other than you and us.
19.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, then the affected clause(s) shall be interpreted with such minimum modification as is necessary to make it lawful or enforceable and the remaining clauses will remain in full force and effect.
19.5 If we fail to 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, we can still enforce it later. Any delay will not mean that we have waived our rights in any way or that you no longer have to comply with your obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. For example, if you miss a payment and we do not chase you, but continue to provide the Development Products, we can still require you to make a payment at a later date.
19.6 Alternative dispute resolution (if you are a consumer). Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR via their website at www.cedr.com. You will not be charged for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
19.7 Which laws apply to this contract and where you may bring legal proceedings depends if you are a business or consumer.
19.7.1 If you are a consumer, these terms are governed by English law and you can bring legal proceedings in respect of the Development Products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Development Products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Development Products in either the Northern Irish or the English courts.
19.8 If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
