PARTICIPANT TERMS AND CONDITIONS OF PEERSPECTIVE
Set out below are the terms and conditions on which We provide the Programme to you. Please read these terms and conditions carefully before registering for the Programme (defined below). You should understand that by subscribing to our Programme you agree to be bound by these terms and conditions. Your attention is particularly drawn to the provisions of clause 9 (Limitation of Liability).
For the avoidance of doubt, where we refer to you/your throughout the terms (as the case may be), we are referring to you in your professional capacity and by agreeing to these terms, you acknowledge that you are subscribing to the Programme for use in connection with your trade, business, craft or profession and not wholly or mainly for personal use.
Please understand that if you refuse to accept these terms and conditions, you will not be able to subscribe to our Programme.
It is hereby agreed
1.1 When the following words with capital letters are used in these Terms, they will have the following meaning:
1.1.1 Contract: the terms and conditions set out in this document, your Registration and any description of the Programme agreed between you and Us from time to time;
1.1.2 Peer Group: the group of individuals you are assigned to following Registration for the Programme, and Peers shall be construed accordingly;
1.1.3 Programme: The services provided to you in your professional capacity only during Our twelve (12) month programme (as detailed on our Website), in accordance with your Registration and upon payment of the Subscription Fee to Us;
1.1.4 Registration: your registration for the Programme;
1.1.5 Subscription Fee: the one-off advance payment for the Programme in the amount set out on our Website and payable in accordance with clause 6. The Subscription Fee does not cover any services We provide to you in addition to the Programme. Such services will be invoiced separately at the time of your request for the relevant services;
1.1.6 We/Our/Us: SynergyMode Limited T/A Peerspective (company number 11754079) registered in England and Wales with registered office address at 2nd Floor, Unicorn House, Station Close, Potters Bar, Hertfordshire EN6 1TL Our VAT number is 323289406[;
1.1.7 Website: www.peerspective.com;
1.1.8 VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
2. Our contract with you
2.1 The Contract sets out the terms and conditions on which We supply the Programme to you. 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. 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.
2.2 When you submit your Registration to Us, this does not mean We have accepted your Registration and agreed to provide you with the Programme. Our acceptance of your Registration will take place as described in clause 3.1. If We are unable to supply you with the Programme for any reason, We will inform you of this by email and We will not process your Registration. If, as part of your Registration, you have already paid the Subscription Fee, We will refund you the full amount.
3. Commencement and term
3.1 The Contract shall be deemed to have commenced on the date We accept your Registration by email (Registration Date). On or around the Registration Date, We will notify you of the date your Programme will begin (being the date on which the first session will be provided to you) (Programme Start Date). The Contract shall continue, unless terminated earlier in accordance with its terms, for the duration of the Programme when it shall terminate automatically without notice (Term).
4.1 As detailed above, we will notify you of the Programme Start Date on or around your Registration Date. At this time, We will also notify you of all relevant dates relating to the Programme that We have visibility of. If you are unable to attend any of the dates, please let Us know as soon as reasonably practicable and We will do Our best to accommodate you, although We are under no obligation to rearrange any date or dates or issue any refund for dates you are unable, or fail, to attend.
4.2 Subject to Our right to amend the Programme specification, and to the extent the scope and/or delivery of the Programme are within Our control, We will supply the Programme to you in accordance with its description in all material respects. Any descriptions or illustrations on Our Website are published for the sole purpose of giving an approximate idea of the Programme described therein. They will not form part of the Contract or have any contractual force.
4.3 We reserve the right to amend the specification of the Programme if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Programme.
4.4 Owing to the nature of the Programme provided, you acknowledge that We shall supply, or procure the supply of, the Programme on an “as is, where is, with all faults” basis and We have not nor shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to you in respect of the Programme including without limitation as to the standard of the Programme and any specified performance dates to be met.
5. Your obligations
5.1 It is your responsibility to ensure that:
5.1.1 you have paid the Subscription Fee in full prior to the Programme Start Date, and in any event by the end of the day on the Programme Start Date;
5.1.2 you cooperate with Us, and any third party engaged in the provision of the Programme, in all matters relating to the Programme;
5.1.3 you provide Us with such information and materials We may reasonably require in order to supply the Programme, and ensure that such information is complete and accurate in all material respects; and
5.1.4 you obtain and maintain all necessary licences, permissions and consents which may be required for the Programme before the Programme Start Date.
5.2 If Our ability to deliver all or any part of the Programme is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
5.2.1 We will be entitled to suspend performance of the Programme until you remedy Your Default, and to rely on Your Default to relieve Us from the performance of the Programme, in each case to the extent Your Default prevents or delays performance of the Programme. In certain circumstances Your Default may entitle Us to terminate the Contract under clause 12;
5.2.2 We will not be responsible for any costs or losses you (or your business or employer) sustain(s) or incur(s) arising directly or indirectly from Our failure or delay to perform the Programme; and
5.2.3 it will be your responsibility to reimburse Us on written demand for any costs or losses We sustain or incur arising directly or indirectly from Your Default.
6. Subscription Fee
6.1 In consideration of Us providing the Programme to you, you must pay the Subscription Fee at the time of Registration.
6.2 The Subscription Fee is the price quoted on our Website at the time you register with Us. We reserve the right to amend the Subscription Fee at any time, and any promotional price We may offer you from time to time will be subject to the terms of each individual promotion.
6.3 The Subscription Fee is exclusive of VAT. Where VAT is payable in respect of some or all of the Programme, you must pay Us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Subscription Fee.
6.4 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).
7. Intellectual property rights
7.1 We are the owner or the licensees of all intellectual property rights in any material or deliverables provided as part of the Programme (other than intellectual property rights in any materials provided by you). Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2 We agree to grant you (where necessary) a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the content and deliverables provided as part of the Programme (excluding materials provided by you) for the purpose of you receiving and using the Programme and such content and deliverables in that capacity. You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.
7.3 You agree to grant Us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials provided by you in connection with Our business, unless you inform Us in writing otherwise.
7.4 Our status (and that of any identified contributors or third parties) as the authors of the deliverables, content or material provided as part of the Programme must always be acknowledged.
7.5 You must not use any part of the materials provided as part of the Programme for commercial purposes without obtaining a licence to do so from Us or Our licensors.
8. How we may use your personal information
8.1 We will use any personal information you provide to Us to:
8.1.1 provide the Programme to you;
8.1.2 process your payment for the Programme; and
8.1.3 inform you about similar services that We provide, but you may stop receiving these at any time by contacting Us.
8.3 Where third parties are engaged to provide the Programme, We will only share such personal data with them to the extent required to provide the Programme the relevant third party has been engaged for.
9. Limitation of liability
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.1.1 death or personal injury caused by negligence;
9.1.2 fraud or fraudulent misrepresentation; and
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1, 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 the Contract for:
9.2.1 loss of profits;
9.2.2 loss of sales or business;
9.2.3 loss of agreements or contracts;
9.2.4 loss of anticipated savings;
9.2.5 loss of use or corruption of software, data or information;
9.2.6 loss of or damage to goodwill; and
9.2.7 any indirect or consequential loss.
9.3 Subject to clause 9.1, 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 the Subscription Fee payable under the Contract.
9.4 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.
9.5 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 three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.6 We expressly exclude Our liability for any loss or damage arising from your (or your Peers) use or misuse of the Programme or Programme Confidential Information in contravention of the Contract. In the event that you are the cause of such loss or damage arising from your use or misuse of the Programme or Programme Confidential Information, you shall be personally responsible for the consequences of your actions (and the same shall apply to any of your Peers found to be in the same position).
9.7 This clause 9 will survive termination of the Contract.
10.1 Programme Confidentiality Obligations
10.1.1 You acknowledge that owing to the nature of the Programme, individuals (including but not limited to you) may discuss Programme Confidential Information (as defined below) with its Peer Group.
10.1.2 You undertake that you will not at any time (either during the Programme or at any time after expiration of the Term whilst all or any part of the Programme Confidential Information remains confidential in nature) use or disclose all or any part of the Programme Confidential Information to any person, company or other organisation outside of your Peer Group whatsoever.
10.1.3 For the purpose of clause 10.1 and clause 9.6, Programme Confidential Information means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the employer of a Peer, including but not limited to the business, clients, customers, products, affairs and finances of that employer, together with any information disclosed by you, a Peer, a coach or any other third party engaged in the provision of the Programme during the Term relating to professional matters of your/their employment or professional engagement which ought reasonably to be treated with a higher level of confidentiality and/or sensitivity to other information disclosed, that includes (but is not limited to) information created, developed, received or obtained by you or your Peers in connection with the Programme, whether or not such information (if in anything other than oral form) is marked confidential.
10.1.4 For the avoidance of doubt, it is your responsibility to ensure that you exercise reasonable judgement equal to that of a prudent businessman or businesswoman in your position in relation to all information disclosed to or by, received or obtained by you in connection with the Programme and endeavour to treat all or any part of such information as Programme Confidential Information where necessary.
10.1.5 You (and separately your Peers) shall be responsible for protecting the confidentiality of the Programme Confidential Information and shall immediately let Us know by email using Our email address set out at clause 14 on becoming aware, or suspecting, that any such person, company or organisation (save for your Peers, a coach or any third party engaged in the provision of the Programme) knows or has used any Programme Confidential Information.
10.2 General Confidentiality Obligations
10.2.1 Separately to the foregoing, we each undertake to the other that each party will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.2.
10.2.2 Each party may disclose the other’s confidential information:
10.2.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
10.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.2.3 Each party may only use the other’s confidential information for the purpose of fulfilling its respective obligations under the Contract.
10.2.4 You shall be responsible for ensuring that at all times you protect the confidentiality of any third party confidential information and at all times you comply with your obligations of confidentiality to such third parties (in this context, third parties shall include your Peers).
11. Your rights to end the Contract
11.1 If you wish to end the Contract before the end of the Term and where We are not at fault, just contact Us at the email address set out at clause 14 to let Us know. The Contract will end one (1) calendar month following the date on which you notify Us but please note that save for satisfaction of the circumstances identified in clause 11.2 below, you will not be entitled to a refund of all or any part of the Subscription Fee.
11.2 If you are not satisfied with the standard of the Programme, please contact Us using Our email address set out at clause 14 to let Us know. If, after one (1) calendar month of notifying Us of the unsatisfactory standard of the Programme, the Programme’s standard has not improved, you may end the Contract before the end of the Term and you may (at Our sole discretion) be entitled to a refund. The Contract will end one (1) calendar month following the date on which you notify Us and the maximum amount of refund you may be entitled to shall be limited to a proportion of the Subscription Fee (calculated on a monthly basis) for the number of months you will not receive the Programme for.
12. Our rights to end the Contract
12.1 Without limiting any of Our other rights, We may remove you from the Programme, suspend performance of the Programme, or terminate the Contract with immediate effect by giving notice to you in accordance with clause 14 if:
12.1.1 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;
12.1.2 you fail to pay the Subscription Fee in full upon expiry of the Programme Start Date;
12.1.3 you notify Us, or We have reason to believe, that you are no longer receiving the Programme in a professional capacity or in the course of your trade, business, craft or profession; or
12.1.4 you behave in a manner which We, in Our sole discretion, deem to be potentially disruptive, disrespectful or defamatory of any person in connection with the Programme (including but not limited to the coach(es) and Peers) or which We deem unlawful or in violation of any third-party rights.
12.2 For the purpose of clause 12.1.1, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which We would otherwise derive from:
12.2.1 A substantial portion of the Contract; or
12.2.2 any of the obligations set out in clauses 10.1 or 10.2,
over the Term. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
12.3 Termination of the Contract will not affect your or Our rights and remedies that have accrued as at termination.
12.4 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.
13. Events outside our control
13.1 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).
13.2 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, 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, pandemic or other natural disaster, failure of public or private telecommunications networks, or non-performance by third parties integral to the provision of the Programme.
13.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under the Contract:
13.3.1 We will contact you as soon as reasonably possible to notify you; and
13.3.2 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 or dates with you for performance of any part of the Programme affected after the Event Outside Our Control is over.
14. Communications between us
14.1 When We refer to “in writing” in these Terms, this includes email.
14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be sent by email to the following email addresses:
14.2.1 Our email: firstname.lastname@example.org;
14.2.2 Your email: to the email address used to register for the Programme, or such other email address as you notify Us of in writing from time to time.
14.3 A notice or other communication is deemed to have been received when sent by email, at 9.00 am the next working day after transmission.
15.1 Assignment and transfer
15.1.1 We may assign or transfer Our rights and obligations under the Contract to another entity but will always notify you by posting on Our website if this happens.
15.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if We agree in writing.
15.2 Variation. Any variation of the Contract only has effect if it is in writing and agreed by you and Us (or our respective authorised representatives).
15.3 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.
15.4 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.
15.5 Third party rights. The Contract is between you and Us. No other person has any rights to enforce any of its terms.
15.6 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.