1. The term of the Services will commence on the date of signing and will continue for the duration of your access to the product (12 months, with the option to renew), at which time the Services will conclude unless terminated earlier in accordance with this Agreement.
The date of agreeing to the Terms and Conditions on the checkout page is taken as the date of signing.
2. The Services will consist of the following for 12 months:
- Access to the portal
- Group coaching calls
- Personalised feedback for your Speaker Assets
- Access to Movement Makers HQ (community space)
3. Any joining bonus must be claimed within 90 days of joining, otherwise you may forfeit access to the bonus.
4. The Charges for the services will be $1500 USD (+VAT where applicable), payable in full or as a split pay agreement.
PARTIES
(1) Uncommon People Ltd, incorporated and registered in Ireland with company number 670900 whose registered office is Ground Floor, 71 Lower Baggot Street, Dublin D02 P593 (“we / us / our”);
(2) [Your name as entered in Thrivecart] (“you / your”)
BACKGROUND
(A) We are in the business of providing visibility coaching for coaches and creative entrepreneurs.
(B) You wish to obtain, and we wish to provide, the Services on the terms set out in this Agreement.
AGREED TERMS
1. INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
1.1. Definitions:
Charges: the sums payable for the Services, as set out in Section 2 of this Agreement.
Data Protection Legislation: the GDPR (General Data Protection Regulation ((EU) 2016/679)) and any other directly applicable European Union regulation relating to privacy.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Personal Data: the definition given to personal data under the relevant Data Protection Legislation.
Services: includes education, coaching and personal development, including services which are incidental or ancillary to such Services as set out in Schedule 1 to this Agreement.
VAT: value added tax or any equivalent tax chargeable in the EU or elsewhere.
2. COMMENCEMENT AND DURATION
This Agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 11 of this Agreement, for the duration of your access to the product. Ticking you accept these terms and conditions at checkout is taken in lieu of signing the agreement, and the terms and conditions hold the same weight as if they were signed.
3. OUR RESPONSIBILITIES
We will use all reasonable endeavours to supply the Services in accordance with this Agreement in all material respects.
4. FORMAT OF THE SERVICES
4.1. The format of the Services will be as set out in Schedule 1 to this Agreement.
4.2. We reserve the right to at any time change or alter any of the elements of the package as described in Schedule 1, including but not limited to the quantity, the length, the description, the timeframe for delivery, the format or the location of the elements, or the price charged. However, you will at all times be entitled to receive all of the elements of the Services for which you paid the Charges.
4.3. We will make our best endeavours to provide you with at least 24 hours’ notice of any change or alteration under clause 4.2 above. Where we are not able to provide this notice due to unforeseen circumstances or circumstances beyond our control, we will not be in breach of this Agreement.
4.4. If our performance of our obligations under this Agreement is prevented or delayed by any act or omission on your part, then, without prejudice to any other right or remedy we may have, we will be allowed an extension of time to perform our obligations equal to the delay caused by you.
5. YOUR OBLIGATIONS
5.1. You agree to:
5.1.1.co-operate with us in all matters relating to the Services;
5.1.2.provide to us in a timely manner all documents, information, items and materials in any form requested by us or otherwise reasonably required by us in connection with the Services and ensure that they are accurate and complete in all material respects;
5.1.3.behave honestly, professionally, courteously and respectfully in all your dealings with us, our employees, our contractors, our clients, and any other third parties to whom you may be introduced or with whom you may interact in connection with the Services; and
5.1.4.make your best endeavours to engage with the Services.
5.2. You are required to provide us with at least 24 hours’ notice in writing of any change or alteration to a scheduled appointment. Where you do not attend a scheduled appointment, or cancel the appointment with less than 24 hours’ notice in writing, that appointment will be forfeit, no re-scheduling will be permitted and no refund will be available to you for that appointment. Where you join or attend a scheduled appointment after its appointed commencement time, the part or portion of the appointment that you have missed will be forfeit, no re-scheduling will be permitted and no refund will be available to you for that the part or portion of the appointment that you have missed.
5.3. You are at all times responsible for your physical, mental and emotional health and wellbeing before, during and after the provision of the Services. If at any time you feel unwilling or unable to continue with the Services due to a risk to your physical, mental or emotional health, you agree to advise us immediately and seek appropriate professional assistance.
6. CHARGES AND PAYMENT
6.1. In consideration of our provision of the Services, you will pay the Charges. Our Charges for the Services are set out in Schedule 1 to this Agreement.
6.2. The Charges will be payable in full immediately upon receipt of our invoice(s). We reserve the right to delay or cancel commencement of the Services until all Charges have been paid.
6.3. Where we agree to perform further services for you, in addition to those listed in Schedule 1 and as discussed and agreed between us, you will pay the charges for those further services upon receipt of our invoice(s).
6.4. Payment shall be made via debit card or credit card, or to the bank account or payment provider account we nominate.
6.5. You will be responsible for any and all expenses you incur during our provisions of the Services. This includes, but is not limited to, expenses incurred for travel, accommodation, telephone or internet, technology or other IT software or hardware.
6.6. Unless otherwise stated, the price of the Services will be exclusive of VAT. Where the prices are exclusive of VAT, you agree to pay, on receipt of a valid VAT invoice from us, such additional amounts in respect of VAT as are chargeable on the supply of the Services. VAT is payable for clients based in Europe, and will be added accordingly.
6.7. If you fail to make any payment due to us under this Agreement by the due date of payment as noted on the invoice, we reserve the right to suspend our performance of the Services and terminate this Agreement. We will make 3 attempts to collect payment, and if payment is not received at this time, your access to the product will be revoked, with no refund given.
6.8. You agree to pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except as required by law). We may, at any time and without limiting our rights or remedies, set off any amount you owe us against any amount payable by us to you.
6.9. All payments are final and no partial or full refunds will be available except where permitted by law.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. We are the owners or licensees of all Intellectual Property Rights in, and all materials associated with, the Services, including any databases that hold relevant information about the Services. They are protected by copyright or trade mark registration and you may only use any of the content included in the Services in accordance with this Agreement.
7.2. All of the content that is made available or otherwise disseminated in the provision of the Services is owned or controlled by us or our licensors. Upon payment of the Charges for any of the Services, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the content included in the Services for your own personal, non-commercial use.
7.3. You agree that you will not redistribute, transmit, assign, sell, commercially exploit, broadcast, modify, adapt, edit, sub-licence, rent, share, lend, or transfer any content that is made available or otherwise disseminated in the provision of the Services.
8. DATA PROTECTION
8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
8.2. We take data protection and privacy seriously. Please refer to our Privacy Policy available on our website for further information on how we treat your personal information.
9. CONFIDENTIALITY
9.1. Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, personal circumstances, finances or family circumstances of the other party which is shared in written, verbal or visual format, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.2. 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.
10. LIMITATION OF LIABILITY AND DISCLAIMER
10.1. Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable laws.
10.2. Subject to clause 10.1, 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 this Agreement for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, or any indirect or consequential loss.
10.3. Subject to clause 10.1, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Charges payable by you to us under this Agreement.
10.4. You acknowledge and agree that we are not licensed psychiatrists, psychologists, mental health professionals or medical professionals and the Services are not intended to replace those of such professions. Whilst we have utilised in creating the Services, and we will at all times in our dealings with you utilise, our best professional endeavours and skills, we do not guarantee any specific outcome from your use of the Services as any such outcome will vary based on the level of effort, engagement and implementation on your part.
10.5. You acknowledge and accept that you are responsible for creating and implementing your own physical, mental and emotional well-being, decisions, choices, actions and results arising in connection with the Services we provide. As such, you agree that we are not and will not be liable or responsible for any of your actions, inactions, direct or indirect results in connection with our Services.
11. TERMINATION
11.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other Party commits a material breach of any term of this Agreement.
11.2. Without affecting any other rights or remedies available to us, we may terminate this Agreement immediately if you fail to pay any amount due under this Agreement on the due date for payment, or if you are deemed by ourselves to be causing harm to yourself, ourselves or any other client in the coaching calls, community space or outside of your use of our Services.
11.3. If you choose to terminate this Agreement prior to the end of its agreed term, being 12 months from purchase, you acknowledge and agree that you will be liable for the Charges for the entire term as if the Agreement had been completed. For an abundance of caution, you acknowledge and agree that you will still be liable for payment of the agreed Charges for the agreed Services for the full term of the Agreement, regardless of your early termination.
11.4. On termination of this Agreement you will immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we will submit an invoice, which shall be payable by you immediately on receipt.
12. DISPUTE RESOLUTION
12.1. If any dispute arises between the parties out of, or in connection with, this Agreement, the parties will use their reasonable endeavours to resolve it between them.
12.2. If the dispute is not resolved within 30 days of one party notifying the other party that a dispute has arisen, the parties shall resolve the matter by arbitration in accordance with the UNCITRAL Arbitration Rules in force at the time of the dispute. The appointing authority shall be the Chairman for the time being of the Chartered Institute of Arbitrators. The place of arbitration shall be Dublin, Ireland.
12.3. Until the parties have completed the steps referred to in clauses 12.1 and 12.2 above, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief.
13. GENERAL CLAUSES
13.1. This Agreement is personal to the parties and you will not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement.
13.2. We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under this Agreement, provided that we give prior written notice of such dealing to you.
13.3. If any provision or part-provision of this Agreement 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 this Agreement.
13.4. This Agreement 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.
13.5. Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until the changes have been agreed in writing and signed by both parties.
13.6. Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.7. Nothing in this Agreement 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 party.
13.8. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.9. This Agreement may be executed in any number of counterparts, each of which when executed will constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
13.10. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Ireland.
13.11. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Agreed and executed as an agreement between the parties.