7.3.1 committed a material breach of your obligations under these Terms;
7.3.2 failed to provide payment of any amount due in respect of the Course Fee as and when it becomes due;
7.3.3 acted or behaved dishonestly, fraudulently, or in a way which may have a detrimental effect on our business or reputation;
7.3.4 failed or are failing to positively engage with the Online Course, or where you are acting in a way which is abusive or intended to cause offence to us or any of our employees, agents, contractors or any other individual or business accessing the Online Course;
7.3.5 become subject to a bankruptcy, insolvency or similar financial order or proceedings affecting you personally or your business, where applicable;
7.3.6 are subject to any of the circumstances that arise as set out in section 3.
7.4 Upon termination, for any reason then:
7.4.1 your access to the Online Course, any groups, any private areas and any Resources will be removed, unless we agree in writing otherwise. We will not be liable to you for any claims relating to the removal of any access;
7.4.2 any payments which you owe to us will become immediately due and payable;
7.4.3 you shall cease to use, either directly or indirectly any Confidential Information received as part of the Online Course, and shall immediately return to us or destroy any documents, materials or resources in your possession or control which contain a record of any Confidential information.
7.5 Any provision of these Terms which either expressly or by its nature relates to the period of time after termination shall remain in full force and effect.
7.6 Termination for whatever reason will not affect any rights, remedies, obligations and liabilities which have accrued as at the date of termination, including the right to claim damages for any breach which existed on or before the date of termination.
8. Confidentiality and Data Protection
8.1 In order to benefit fully from the Online Course you accept that in some cases you may be encouraged to disclose Personal Data and / or Confidential Information. We understand and respect the value of such information and shall not, either directly or indirectly, communicate or disclose, make available to, or use for our own purposes your ideas, know-how, business practices, concepts and techniques, plans, trade secrets, and other confidential and/or proprietary information (collectively, “Confidential Information”) that you may disclose to us or that may be disclosed as part of the delivery of the Online Course.
8.2 Confidential Information for the purposes of these Terms excludes any information that:
8.2.1 was already known to us prior to being provided with that information by you;
8.2.2 is already accessible in the public domain;
8.2.3 is provided to us by a third party separately and without any breach of these Terms; or
8.2.4 is produced, developed or collated by us independently of you and without any breach of these Terms.
8.3 When you purchase the Online Course, we shall grant to you a personal, limited, non-exclusive, non-transferable, revocable licence to access, view and use any Resources provided as part of the Online Course solely for your business purposes and for the purposes intended by these Terms. All other uses are strictly prohibited.
8.4 Any Personal Data you provide to us will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation including the UK GDPR. Personal data for the purposes of these Terms means any information which is capable of identifying another individual, as further defined within the UK GDPR.
8.5 We shall only process your Personal Data to the extent reasonably required to enable proper delivery of the Online course and shall retain it only for as long as reasonably necessary in connection with the delivery of the Online Course and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your Personal Data please refer to our privacy notice which can be found at www.catherinemorgan.com
8.6 We agree not to disclose any Personal Data to any third party other than our employees, agents or advisors and shall ensure that any such persons agree to process the data in compliance with the relevant data protection legislation. We confirm that we have put in place reasonable technical and organisational processes and measures to ensure the safety and security of any Personal Data processed by us on your behalf.
8.7 In the event you choose to share comments, information, content, photos, graphics or images (“Content”) with us then in doing so you are granting to us, free of charge, permission to use your Content in any way as part of our business services. Such uses shall include advertising and marketing.
8.8 Where you choose to share your Content with us, as defined above, you confirm that you have the legal right to share that Content and that it does not infringe any third party’s Intellectual Property or other rights.
8.9 Our obligations set out above, shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to these Terms), to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction or where it is necessary because there is a safeguarding issue or concern.
9. Intellectual Property
9.1 For the purposes of these Terms, Intellectual Property means all worldwide intellectual property rights whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know-how, trade names, business names, trademarks, passing off rights, patents and rights in designs.
9.2 By purchasing the Online Course you hereby agree and undertake that from the date of purchase:
9.2.1 not to infringe any of our copyrights, patents, trademarks, trade secrets or other Intellectual Property rights;
9.2.2 that any Confidential Information disclosed by us is confidential and proprietary and belongs solely and exclusively to us;
9.2.3 not to disclose such Confidential Information to any other person or use it in any manner other than in discussions as part of the provision of the Online Course;
9.2.4 that all materials, Resources, information and any data provided by us is our confidential and proprietary Intellectual Property and belongs solely and exclusively to us, and may only be used by you as expressly authorised by us; and
9.2.5 the reproduction, distribution, broadcasting, transmission and/or sale of any information, Resources or materials provided during provision of the Online Course or at any time thereafter by anyone but us is strictly prohibited.
You agree that in the event of any breach of your obligations contained within these Terms, then damages, loss or irreparable harm may arise and that in such circumstances we will be entitled to seek relief, including injunctive relief against you.
10. No Guarantee
10.1 You accept and understand that purchasing the Online Course does not guarantee results or success. As part of the Online Course, you will have access to information, resources, people and support all designed to benefit you but it is your responsibility to take action and to implement the necessary information received and/or skills or tools shared.
10.2 You agree and understand that use of and access to the Online Course does not guarantee any particular benefit, results, or success, whether financial or otherwise. We have made every effort to accurately represent the Online Course and all Resources and services included. Any testimonials and/or examples of results achieved or previous clients’ experiences, including the potential to achieve specific financial results, are not intended to represent or guarantee that you will achieve the same or any similar results or experience. Any reference to earnings or income is an estimate only and no guarantee that you will achieve any particular level of income or business success. Any examples of past achievements or business success, including any financial results, do not indicate, suggest, or guarantee that the same is possible in the future and on this basis we make no guarantee, representation or warranty with respect to the Services provided.
10.3 Any information or content provided on our Website or provided to you during delivery of the Online Course is not intended to constitute advice and should not be relied upon when making any decisions or taking any action.
11. Liability
11.1 Your purchase of the Online Course and compliance with these Terms does not constitute or imply any business relationship other than as set out within these Terms.
11.2 We do not warrant or guarantee that your access to the Online Course will be:
11.2.1 accessible via your particular hardware or software;
11.2.2 free from interruptions or errors;
11.2.3 free from defects;
11.2.4 suitable for your particular business situation or circumstances.
11.3 We shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:
11.3.1 any indirect, consequential or special damages, losses or costs;
11.3.2 any loss of profits, business, data, reputation or goodwill or any such anticipated losses;
11.3.3 any failure to deliver the Online Course where we are prevented due to a reason beyond our reasonable control; or
11.3.4 any losses arising from your choice of Online Course or your use of the Online Course once delivered.
11.4 You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of:
a) any of these Terms;
b) your participation in any way in the Online Course or any of our other services.
11.5 In the event you incur damages as a result of our default or breach, our entire liability to you under these Terms is limited to the amount of the Course Fee paid by you as at the time the loss is sustained. You agree and acknowledge that this clause 11.5 is fair and reasonable in the circumstances given the nature of the arrangement between us and the Online Course.
11.6 Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation.
11.7 During the term of your access to the Online Course and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or clients, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.
11.8 In the event a dispute arises in connection with these Terms and the provision of the Online Course which is incapable of being resolved following our complaints process or otherwise by mutual consent, then we both agree to submit the matter for mediation by a qualified independent mediator. In the event a resolution is still not possible following mediation then either party shall be at liberty to commence legal action.
12. General
12.1 In the event any provision of these Terms is deemed to be invalid or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
12.2 All titles and headings used within these Terms are for reference purposes only.
12.3 We shall be entitled to transfer any of our rights and obligations under these Terms at any time, without notice.
12.4 Every effort will be made to deliver the Online Course in accordance with these Terms but we shall not be liable for any delay or failure in provision of the Online Course where we are prevented or delayed by reason of an Act of God, Strike, War, Riots, Lock Outs, Fire, Flood, Accident, Pandemic, Epidemic, Lockdown, Delays in Transit, any act or omission of a Telecommunications officer or Third Party Supplier of Services, or any other circumstances beyond our control. In such circumstances time of delivery shall be extended until a reasonable time after the event preventing or interfering with the due execution, and under no circumstances will we be liable for any loss or damage you may suffer as a result.
12.4 No failure or delay in exercising a right under these Terms shall be deemed to be a waiver of that right, and no waiver of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
12.5 These Terms and any dispute or claim arising out of them (including non-contractual disputes of claims) shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
12.6 Where we deem it necessary to vary or modify these Terms (other than the Course Fee) then we shall notify you of any changes by email and your continued use of the Online Course will be deemed as your acceptance of any changes.
12.7 The Contracts (Rights of Third Parties) Act 1999 shall not apply.