Online Course Booking Terms and Conditions (B2B)
PLEASE NOTE, THESE TERMS AND CONDITIONS APPLY TO BOOKINGS MADE BY BUSINESSES, NOT CONSUMERS.
“consumer” means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession;
ONLINE COURSE TERMS AND CONDITIONS
1.2 Please read these Terms and Conditions carefully before placing your order. By placing your order for the Online Course, you are agreeing to be bound by these Terms and Conditions. Should you not wish to be bound by these Terms and Conditions then you should not proceed with any order of the Online Course.
2 About us
2.1 www.activehealthgroup.co.uk is owned and operated by Active Health Group Limited (“We”, “Us”). Our registered business number is 11499836. Our registered office is at 79 Lever Street, Manchester, M1 1FL.
3 The Online Course
3.1 We shall deliver the Online Course with reasonable care and skill consistent with best practices and standards applicable within our marketplace.
3.2 We agree to comply with all relevant regulations, guidance, standards, and codes of conduct that apply or are relevant to the provision of the Online Course.
3.3 We shall deliver the Online Course in accordance with the details set out in Schedule 1 (attached).
3.4 We shall use our reasonable endeavours to deliver the Online Course within the timescale as set out in Schedule 1, however, time shall not be of the essence for delivery.
3.5 In delivering the Online Course, we may engage the services of our employees, contractors, and other third-party providers as we deem necessary.
3.6 Whilst we shall make every effort to deliver the Online Course in accordance with the details as set out in Schedule 1, we reserve the right to amend, revise or make changes to the Online Course or cancel, amend, change or reschedule any part as is reasonably required by us without any notice to you. Where changes or amendments are made, we shall ensure that the Online Course still matches the description provided to you at the time of your purchase, save that we shall not be prevented from making any beneficial changes to the Online Course which mean that the original description is enhanced. We shall not be liable for any changes or cancellations that are made to the Online Course.
3.7 When you purchase an Online Course from us, we may provide you with materials, information, videos, resources, data, and other content (“Content”). By completing your order and purchase you agree and accept that all such material remains our confidential and proprietary intellectual property and belongs solely and exclusively to us and can only be used by you in connection with your use of the Online Course and should not be copied, disclosed, or used for any commercial reasons without our express consent.
3.8 The Online Course is a business-related course and is designed to be used for business purposes.
3.9 Any information, support, and guidance we provide to you is not personal to you and should not be taken or relied upon as advice, guidance or information personal to your own situation or circumstances.
3.10 Where the Online Course includes interactive or live training, teaching, coaching or information sessions via video link or telephone (“the Sessions”), the dates and times of these Sessions will be arranged by us and notified to you on our Mighty Networks platform. It shall be your responsibility to attend the Sessions as arranged and no alternative or replacement dates or times shall be offered if you are unable to attend for whatever reason.
3.11 The Online Courses is provided on an ‘as-is’ and ‘as available’ basis. From time to time we may be required to undertake changes or amendments to the Online Course or our systems and processes, which includes routine and unexpected maintenance. We shall not be liable for any lack of accessibility to the Online Course or our systems or processes which is caused due to routine or unexpected maintenance.
4 Your Obligations
4.1 By placing an order through our Website, you agree and warrant that you:
4.1.1 are legally capable of entering into binding contracts;
4.1.2 are at least 18 years of age; and
4.1.3 will ensure that all of the information that you provide to us is true and accurate.
4.2 You accept and agree that all communication between us will be via electronic means. We shall contact you using the email address that you provide to us and it shall be your responsibility to contact us if that changes. Where we need to provide you with information, we shall do this via email or by posting information on our Website. You can contact us using the details set out below.
4.3 You agree to provide us with all necessary information we require in order to deliver the Online Course to you.
4.4 We shall not be liable for any delay in the delivery of the Online Course caused by your failure to comply, or delay in complying, with any of the provisions in this Clause.
4.5 Your order and purchase of the Online Course is personal to you. On this basis you accept and agree that you will not share or disclose your access to the Online Course, or your password to any private area, with any third party, or sell, licence or otherwise assign your rights in relation to this Online Course.
4.6 We respect your privacy and confidentiality and we ask that you respect the privacy of other individuals accessing the Online Course (“Clients”). Where the Online Course includes Sessions as part of a group (“Group Sessions”), access to a private facebook group or other private group or area, you agree:
4.6.1 to act in a reasonable and responsible manner at all times when accessing the private groups or areas or during any Group Sessions and not to act in a manner which may cause offence, distress or alarm to any Clients or any other individual accessing the Online Course and/or Group Sessions;
4.6.2 not to record any Sessions or Group Sessions, for your personal use or otherwise;
4.6.3 not to share information, whether expressed to be confidential or not, that is shared by another Client;
4.6.4 not to capture or share images of any other Client or that include any other Client without that Client’s express permission;
4.6.5 not to canvass, promote or advertise your products or services to any of our employees, contractors or Clients, or use your participation in the Online Course or access to the Online Course to canvass, promote or advertise your products or services without our express consent;
4.6.6 not to use any private group or area for any unlawful purpose; and
4.6.7 that when accessing any private group or area that you will not upload, post, transmit or otherwise make available content that:
18.104.22.168 Infringes copyright, trademark, or other intellectual property rights belonging to us or any other person or entity;
22.214.171.124 is by its nature defamatory, libelous, obscene, demeaning or which causes offence to another individual whether intended or not;
126.96.36.199 discloses personal and/or confidential or sensitive information about another person;
188.8.131.52 is threatening or causes a Client to feel harassed or in fear; and/or
184.108.40.206 is classed as spam.
4.7 Where the Online Course includes access to a private area and/or you are required to set up an account it shall be your responsibility to:
4.7.1 provide the correct information to set up your access to the private area or create your account; and
4.7.2 keep your password or any other access information private, safe and secure; and
4.7.3 to notify us should you become aware of, or suspect that a third party is aware of your password or access details.
4.8 If you experience a fault or other issue with the Online Course please let us know immediately by email to email@example.com
4.9 You accept that as part of your participation in the Online Course that you may be required to review and make decisions concerning your health and wellness, education and development, personal and home life, business and career and that any such reviews, subsequent decisions, implementation and action will be your sole responsibility and that we shall not be liable for your failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of your access to the Online Course or any other Services provided by us.
4.10 You accept that access to the Online Course is not a substitute for counselling or other therapy services. In the event that you are undergoing medical or other professional help concerning your mental health then you should inform your practitioner of your intention to access the Online Course and the extent of the services being provided and inform us if appropriate and relevant.
4.11 When accessing the Online Course and/ or any private areas you agree not to take any action which seeks to disable or in any way interfere with any of our systems or processes or tests or seeks to test the vulnerability of any of our systems or processes.
4.12 In the event you have any concerns as to any aspect of the Online Course then you agree to notify us of such concerns by email to firstname.lastname@example.org as soon as possible. We agree that, upon receipt of such notification by email, we shall use reasonable efforts to work with you to resolve your concerns.
4.13 You accept that purchasing the Online Course does not establish any form of legal business relationship and that we are only liable to you in respect of the services provided and to the extent as set out within these Terms and Conditions.
4.14 In the event you refuse or fail to comply with this Clause 4 then we shall be entitled to terminate your access to the Online Course and any associated Sessions or Group Sessions, groups or member areas and no refund will be provided.
4.15 You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of:
4.15.1 any of these Terms and Conditions;
4.15.2 your participation in any way in the Online Course.
5 Accessing the Online Course
5.1 Your order and purchase of the Online Course is a contractual offer that we may, at our sole discretion, accept. After making your order you will receive an email from us acknowledging that we have received notification of your order.
5.2 Our email acknowledgment is not our acceptance of your order. Our acceptance is indicated when we send your confirmation email (“Confirmation Email”) and a legally binding agreement between us will be formed once we send the Confirmation Email
5.3 When you place an order to purchase the Online Course you will be required to acknowledge that you wish access to the Online Course to be provided to you immediately and that you acknowledge and agree that you will lose any legal right to change your mind and cancel this agreement.
5.4 In the event we are unable to fulfil your order and deliver the Online Course we shall notify you by email and provide you with a full refund of the Course Fee paid.
6 Fees and Charges
6.1 The cost for the Online Course (“the Course Fee”) is as set out on our website at www.activehealthgroup.co.uk at the time of booking.
6.2 The Course Fee shall be paid by you in GBP using the payment methods set out on our website at www.activehealthgroup.co.uk and is inclusive of VAT and any other taxes which may apply.
6.3 Any deposit payable shall be non-refundable unless we fail to deliver the Online Course by reason of our own fault or failure.
6.4 Time shall be of the essence in respect of any payment due in connection with the Online Course.
6.5 Payment of the Course Fee shall be made without deduction, set off or any form of withholding except as is required by law.
6.6 Cleared payment of the Course Fee or the first payment of any instalment arrangement must be received by us before you are entitled to access the Online Course.
6.7 Where you wish to make payment of the Course Fee by credit or debit card then you authorise us to charge your debit or credit card to obtain payment of the Fee. In the event payment is rejected by your debit or credit card provider, or payment fails, but you have still received access to the Online Course then you agree to be responsible for payment of the Fee within 7 days from access to the Online Course being provided.
6.8 We reserve the right to vary the amount of the Course Fee at any time. The Course Fee that is shown in our Confirmation Email is the price that you will be required to pay.
7 Late Payment
7.1 You are responsible for ensuring that payment of the Course Fee or any instalment of the Course Fee (if applicable) is paid in full and on time in accordance with the payment terms set out on the website at www.activehealthgroup.co.uk at the time of booking.
7.2 If payment of the Course Fee or any instalment of the Course Fee is beyond 7 days overdue, then we shall be entitled to any or all of the following remedies:
7.2.1 to withhold delivery of the Online Course or access to any associated Sessions, Group Sessions, groups, areas or resources until payment has been made in respect of the outstanding amount;
7.2.2 to apply a fixed sum charge in the sum of £50 to your account;
7.2.3 to apply interest to your account on a daily basis as from the date payment is due until full payment (including accrued interest) is received by us. Interest will be calculated on the outstanding Fee at a rate of 8%.
7.2.4 to remove you from any groups, private areas, or similar resources which have been provided as part of the Online Course.
7.3 In the event your account is beyond 30 days overdue we shall be entitled to instruct a collection or legal agent to seek recovery of the Course Fee along with any late payment fees and interest and any accrued costs incurred in taking such action.
8 Refund Policy
8.1 No refund policy shall apply to your purchase of the Online Course.
9 Cancellation and Termination
9.1 You shall have the right to cancel your access to the Online Course by providing notice to us by email to email@example.com. In accordance with Clause 8 despite cancellation, no refunds will apply.
9.2 Upon cancellation or termination pursuant to these terms and conditions, all payments in respect of the Course Fee shall become immediately due and payable.
9.3 We reserve our right to terminate your access to the Online Course and any associated Sessions, groups or resources, with immediate effect, and without refund, if you:
9.3.1 commit a material breach of your obligations under these Terms and Conditions; or
9.3.2 fail to provide payment of any amount due in respect of the Course Fee as and when it becomes due; or
9.3.3 have a bankruptcy petition presented against you or you are subject to a bankruptcy order; or
9.3.4 enter into an insolvency arrangement; or
9.3.5 are otherwise unable to pay your debts; or
9.3.6 cease trading or an administration or winding-up order is made or an administrator or receiver is appointed over your business.
9.3.7 are subject to any of the circumstances as set out in clause 9.4.
9.4 We shall be entitled to limit or cancel your access to the Online Course or suspend, and/or terminate the arrangement without refund of any Course Fee, whether paid or remaining due and payable, if we reasonably determine that you are:
9.4.1 becoming disengaged, disruptive or if you impair the provision of the Online Course or the enjoyment of the Online Course by any of our Clients. For the purposes of this Agreement the terms disengaged and disruptive shall be given their ordinary dictionary meaning and examples of such behaviour shall include, but not be limited to, displaying a lack of interest in the Online Course, failing to respond positively to requests for further information or other contact, repeatedly ignoring or failing to respond to emails or other messages, communicating in a way which is abusive or intended to cause offence; and/or
9.4.2 failing to follow or abide by any of the terms set out within this document or any other terms or guidelines as may be agreed whether such action constitutes a material breach or not.
9.5 Upon termination of this arrangement for any reason:
9.5.1 all clauses which either expressly or by their nature relate to the period after the delivery of the Online Course or expiry or termination of the same shall remain in full force and effect; and
9.5.2 you will no longer have any access to any private groups, Sessions or Content, unless we have expressly agreed in writing otherwise.; and
9.5.3 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.
10 Confidentiality, Intellectual Property and Data Protection
10.1 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 as part of your use of the Online Course.
10.2 Confidential Information for the purposes of these Terms and Conditions excludes any information that:
10.2.1 was already known to us prior to being provided with that information by you;
10.2.2 is already accessible in the public domain;
10.2.3 is provided to us by a third party separately from this Agreement and without any breach of the terms of this Agreement; or
10.2.4 is produced, developed, or collated by us independently of you and without any breach of these Terms and Conditions.
10.3 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 Content or other materials and resources provided as part of the Online Course solely for your business purposes and for the purposes intended by these Terms and Conditions. All other uses are strictly prohibited.
10.4 Any personal data that you provide to us in connection with your purchase and use of the Online Course, or these Terms and Conditions, will be maintained by us and stored, accessed and processed in accordance with recognised data protection laws and legislation including the General Data Protection Regulation 2018 (“GDPR”) and we shall only process your personal data to the extent reasonably required to enable proper delivery of the Online Course. 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.activehealthgroup.co.uk.
10.5 We shall only process your personal data to the extent reasonably required to enable proper delivery of the Online Course and shall only retain it for as long as is necessary to allow completion and delivery of the Online Course and to comply with any legal or regulatory requirements in accordance with relevant retention guidance.
10.6 The obligations set out above shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings, to allow us to obtain legal advice or to enforce any of our rights under these Terms and Conditions, or where we have been directed to do so by a court or other body of equivalent jurisdiction.
10.7 By purchasing the Online Course, you hereby agree and undertake that from the date of purchase:
10.7.1 not to infringe any of our, or our Clients’ copyrights, patents, trademarks, trade secrets or other intellectual property rights;
10.7.2 that any Confidential Information disclosed by us, or our Clients is confidential and proprietary, and belongs solely and exclusively to us or the Client disclosing it;
10.7.3 not to disclose such Confidential Information to any other person or use it in any manner other than during Sessions or as otherwise expected as part of the provision of the Online Course;
10.7.4 that all Content, materials, resources, information and any data provided by us or our Clients, is that person’s confidential and proprietary intellectual property and belongs solely and exclusively to them, and may only be used by you as expressly authorised by us or our Clients; and
10.7.5 the reproduction, distribution, broadcasting, transmission and/or sale of any Content, 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 their obligations contained in this Agreement 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.
10.8 In the event you choose to share comments, information, content, photos, graphics or images (“Client Content”) with us then in doing so you are granting to us, free of charge, permission to use that Client Content in any way as part of our business services. Such uses shall include advertising and marketing.
10.9 Where you choose to share Client Content with us as defined above, you confirm that you have the legal right to share that Client Content and that it does not infringe any third party’s intellectual property or other rights.
10.10 Where you provide us with a testimonial, review or similar information (“Review”) then in doing so you consent for us to exhibit, copy, publish, distribute, use on our Website or any of our pages, our social media sites or in our advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote our business. You can amend your consent at any time by emailing us.
10.11 The provisions of this Clause 10 shall continue in force notwithstanding the termination of our arrangement for any reason.
11.1 Your purchase of the Online Course and compliance with these Terms and Conditions does not constitute or imply any business relationship other than as set out within this Agreement.
11.2 We have made every effort to accurately represent the Online Course. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. As with any business endeavour, there is an inherent risk of loss of capital and we make no guarantee, representation, or warranty with respect to any results that can be achieved through use of the Online Course.
11.3 We do not warrant or guarantee that your access to the Online Course will be:
11.3.1 accessible via your particular hardware or software;
11.3.2 free from interruptions or errors;
11.3.3 free from defects;
11.3.4 suitable for your particular business situation or circumstances.
11.4 We shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:
11.4.1 any indirect, consequential or special damages, losses or costs;
11.4.2 any loss of profits, business, data, reputation or goodwill or any such anticipated losses;
11.4.3 any failure to deliver the Online Course where we are prevented due to a reason beyond our reasonable control; or
11.4.4 any losses arising from your choice of the Online Course or your use of the Online Course once delivered.
11.5 We shall not be liable to you where we have informed you of a problem with the Online Course and provided you with a free update to resolve any problem and you have failed to apply the update, or where any damage is caused due to your failure to follow any instructions or guidance we provide.
11.6 In the event you incur damages as a result of our default or breach of this Agreement, our entire liability under this Agreement 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 11.6 is fair and reasonable given the nature of this Agreement and the provision of the Online Course.
11.7 Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation.
11.8 During the term of this Agreement 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.
11.9 In the event a dispute arises in connection with this Agreement and the provision of the Online Course which is incapable of being resolved by mutual consent then we both agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible following mediation then either Party shall be at liberty to commence legal action.
12.1 The failure of either Party to actively enforce any provision of these Terms and Conditions shall not prevent that Party from subsequently seeking to enforce any term or obligation of this Agreement and any such failure shall not constitute a waiver, diminution or limitation of any right.
12.2 In the event any provision of these Terms and Conditions 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.
12.3 Every effort will be made to deliver the Online Course in accordance with these Terms and Conditions but we shall not be liable for any delay or failure in provision of the Online Course should we be prevented or delayed due to any act, event, omission or accident beyond our reasonable control (“Events”), including but not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom, explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of services, the expiry of any transition or implementation period agreed with the European Union during which European Union law is applicable to and in the United Kingdom, or any other circumstances beyond our control. Should an Event occur then time of delivery of the Online Course shall be extended until a reasonable time after the Event preventing or interfering with the delivery and access to the Online Course, and under no circumstances will we be liable for any loss or damage suffered by you as a result thereof.
12.4 Where an Event arises, we shall provide you with a notice in writing sent to the email address which you provide to us, and which it shall be your duty to inform us should it change, setting out the nature and extent of the Event and any steps we are taking to mitigate the impact and effect of the Event.
12.5 Should the Event continue for longer than 6 months then either one of us shall be entitled to terminate this Agreement by providing the other with 14 days’ notice in writing. Termination in these circumstances shall be without prejudice to the rights of either of us in respect of any breach of these Terms and Conditions occurring prior to termination. Any refunds will be considered at our discretion.
12.6 This Agreement shall be governed by the exclusive jurisdiction of the Courts of England and Wales and the laws from time to time in force.
12.7 You agree that no other representations have been made by us to induce you into purchasing the Online Course and no modification or variation to these Terms and Conditions shall be effective unless agreed in writing.
12.8 Save as provided for in clause 11.8 the Contracts (Rights of Third Parties) Act 1999 shall not apply.