1. Definitions and interpretation
1.1. In these Conditions the following definitions apply:

10K Club Guarantee/ the Guarantee
the guarantee given by the Supplier to the Customer if the Customer purchased access to a Course and a qualifying Support Service, as further detailed in clause 4; 

Affiliate
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Business Day
means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions
means the Supplier’s terms and conditions of supply set out on this page;

Confidential Information
means any commercial, financial or technical information, information relating to the Services, plans, Amazon selling techniques, digital downloads, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Consultation Call
means a call booked by the Customer with the Supplier to discuss the Customer’s business needs; 

Contract
means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the Order;

Control
has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;

Controller
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Course/s
means any educational course and the corresponding course materials offered by the Supplier via Teachable.com or other course-hosting platforms as decided by the Supplier from time to time. 

Customer
means you, the party which has agreed to purchase the Services from the Supplier whether via email, via our website or related websites that host our services or Courses;

Data Protection Laws
means, as binding on either party or the Services:
(a) the GDPR;

(b) the Data Protection Act 2018;

(c) any laws which implement or supplement any such laws; and

(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Protection Supervisory Authority
means any regulator, authority or body responsible for administering Data Protection Laws;

Data Subject
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Documentation
means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including software down-times, hacking attacks, an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport including train delays, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

GDPR
means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Intellectual Property Rights
means copyright, digital downloads, the Course, the Vault, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

International Organisation
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Location
means:
(a) for a Course and any Support Services, online virtually via the platform used to access the Courses or other platforms as notified by the Supplier to the Customer from time to time;
(b) for Mastermind Events, the address or addresses as notified by the Supplier to the Customer; and 
(c) for Consultation Calls, via telephone conferencing using the Zoom or other videoconferencing link provided by the Supplier to the Customer.

Mastermind Events
means the in-person events and gatherings sold via Eventbrite by the Supplier, giving Customers the opportunity to meet with Jonathan (Jonny) Bradley over a meal to discuss business strategy;

Order
means the order for the Services from the Supplier placed by the Customer either via the Course booking platform, event booking platform, consultation call booking platform or other as relevant;

Personal Data
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Personal Data Breach
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Price
has the meaning set out in clause 5.1;

Processing
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

Processor
shall have the meaning given to it in applicable Data Protection Laws from time to time;

Protected Data
means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;

Services
means the relevant
(a) Courses; 
(b) Support Services; 
(c) Mastermind Events; and 
(d) Consultation Calls, 
set out in the Order and to be performed by the Supplier for the Customer in accordance with the Contract;

Sub-Processor
means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;

Supplier
means Jonny Bradley Ltd, a company incorporated and registered in England and Wales with company number 11456500, whose registered address is at Queens Head House The Street, Acle, Norwich, United Kingdom, NR13 3DY;

Supplier Personnel
means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; 

Support Services
means the different levels of business support and consulting services offered by the Supplier; and

VAT
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

Vault/ the Vault
the database of recordings and information, hosted on https://teachable.com/ or other platforms at the Supplier’s discretion, to which customers of the Support Services have access. 
1.2 In these Conditions, unless the context requires otherwise:

1.2.1. a reference to the Contract includes these Conditions and the Order;

1.2.2. any clause or headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7. words in the singular include the plural and vice versa;

1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.10 without prejudice to the provisions of clause 15, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; 

1.2.11. without prejudice to the provisions of clause 15, a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 Each of the Services covered by these Conditions are sold separately. For the avoidance of doubt, the Customer’s agreement to these Conditions does not entitle the Customer to benefit from any Services covered by these Conditions for which the Customer has not placed and paid for a valid Order and the Supplier has accepted such Order. 

2.3. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.4. No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.5. Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.

2.6. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable and, if relevant, refund any monies paid.

2.7. The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 50 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.8. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.8.1 the Supplier’s written acceptance of the Order; 

2.8.2. the Customer getting a benefit from the Services, such as by accessing the Course materials; or

2.8.3 the Supplier starting to perform the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.9. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.10. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

2.11. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Services

3.1. The Services to which these Conditions apply include: 

3.1.1. Courses: 

(a) Courses are sold on an ‘as-is’ basis. 

(b) The Supplier may give the Customer a refund (less any costs incurred) if the Customer requests a refund via email to support@jonnybradley.com within 28 calendar days of payment of the relevant Price, subject to the Customer’s compliance with these Conditions and subject to the Customer having accessed or viewed less than 20% of the contents of the relevant Course.

(c) The Customer’s access to the Courses will be automatically revoked upon the expiry or termination of the Contract, whichever occurs soonest.  

3.1.2. Support Services: 

(a) The Supplier offers different levels of Support Services which grant the Customer access to different benefits. The Supplier will inform the Customer of the different levels available before the Customer places an Order. 

(b) The Customer does not have the right to cancel or request a refund for any Support Services. 

(c) Support Services are sold on an ‘as-is’ basis and are subject to change without notice. 

(d) Support Services are usually three, six or twelve months contracts. The Supplier will notify the Customer of the length of the chosen Support Service before the Customer’s placing of an Order. 

(e) The details and included services for each of the different levels of Support Services will be communicated by the Supplier to the Customer before the Customer places an Order and may change from time to time. 

(f) Customers of the Support Services shall have access to the Vault for the duration of their Support Services term. 

3.1.3. Mastermind Events: 

(a) Reasonable food and drinks, as determined by the Supplier in its sole and absolute discretion, are included in the Price of the Mastermind Events. 

(b) The Customer is responsible for arranging and paying all other costs related to attending the Mastermind Events, including but not limited to the costs of travel and accommodation. 

3.1.4. Consultation Calls: 

(a) The Consultation Calls are subject to availability and the Supplier retains the right to reject any Orders. 

(b)The Supplier has the right to cancel Consultations Calls without notice. If this happens due to a scheduling error on the Supplier’s part then the Price will be refunded to the Customer. 

(c) If the Customer misses their scheduled time slot or is more than five minutes late, the Consultation Call will be automatically cancelled due to a breach of the Customer and the Customer will not be entitled to a refund. For this, if the Customer is running late, the Customer should notify the Supplier as soon as possible. 

(d) If the Customer cancels the Consultation Call within 48 hours or less of the start of the allocated time slot, the Customer shall not be entitled to a refund. If the Customer cancels more than 48 hours before the start of the allocated time slot, the Supplier may refund the fees paid less any costs incurred. 

4. The 10K Club Guarantee

4.1. The Guarantee is only valid for Customers who have purchased access to a qualifying Course, accompanied by qualifying Support Services. The Supplier shall inform the Customer before the Customer places an Order of whether their Order would benefit from the Guarantee. 

4.2. To be eligible for the Guarantee the Customer must: 

4.2.1. Have completed 100% of the relevant Course content and received a certificate issued by the Supplier; 

4.2.2. Regularly and attentively have used the Support Services each week; 

4.2.3. Not have breached any of the Conditions or any of the Supplier’s policies, including policies on suitable conduct (and suitable levels of activity) in the Mastermind Facebook group.

4.3. The Guarantee guarantees that, if the Customer does not reach their first or next £10,000 (or equivalent in another currency) in gross sales across any platforms and with any products within 12 months of starting the Course, the Supplier will continue to offer the Customer the Support Services at no extra charge until either: 

4.3.1. The Customer has generated an accumulated gross total of £10,000 in sales; or

4.3.2. 18 months have lapsed since the Customer started the Course, 

whichever occurs soonest.  

4.4. To benefit from the Guarantee, the Customer must provide to the Supplier all information and access required to ascertain that the Customer has not met the £10K in gross sales, including but not limited to bank statements and Amazon seller account access. 

5. Price

5.1. The price for each of the relevant Services shall be as communicated by the Supplier to the Customer from time to time. Prices are subject to change without notice (the Price). 

5.2. Prices will be communicated by the Supplier to the Customer on a case-by-case basis. Prices may be communicated via email, telephone messaging, or supporting materials such as PDFs. For the avoidance of doubt, supporting materials such as PDFs do not form part of the Contract and do not place additional obligations onto the Supplier. 

5.3. The Prices are exclusive of VAT (or equivalent sales tax), which the Customer shall pay to the Supplier in addition to the Price.

5.4. The Supplier may increase the Prices for current Orders with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 15% and which is due to any factor beyond the control of the Supplier.

6. Payment

6.1 The Customer shall pay for: 

6.1.1. a Course or Support Service, either:

(a) immediately on submission of the Order and before accessing the course; or 

(b) via a Payment Plan (see definition below). 

6.1.2. a Mastermind Event, immediately on securing the ticket for that Mastermind Event; and  

6.1.3. a Consultation Call, immediately on submission of the Order.

6.2. The Supplier may, in its sole and absolute discretion, offer payment plans that enable the Customer to pay for a Service over a period of time rather than immediately in advance (a Payment Plan). If the Customer fails to make any of the payments on time, the Customer will be automatically unenrolled from the relevant Course and all associated Services, whether the associated Service have been paid on time or not, and regardless of clause 6.3 below. 

6.3. For any Courses paid via payment plans, the Supplier may give, in its sole and absolute discretion, a grace period of seven calendar, days starting from the due date for payment, for the Customer to make payment. 

6.3.1. If the Customer makes full payment within the seven calendar days, the Customer will regain access to the relevant Course.
 
6.3.2. If payment is not made within seven calendar days of the due date, the Supplier reserves the right to attempt payment until the outstanding balance is settled.

6.4. The Supplier may invoice or send to the Customer a PayPal or Stripe payment link for payment of the Price partially or in full, at any time following acceptance of the Order.

6.5. The Customer shall pay the Supplier for the relevant Order either via PayPal, Stripe or bank transfer, as the Supplier elects from time to time and in its sole and absolute discretion. 

6.6. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the relevant due date, and in addition to clause 6.2 above:

6.6.1. the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Barclays Bank plc from time to time in force; 

6.6.2. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; 

6.6.3. revoke access to any of the Services, including the Courses and the Vault (where applicable); and 

6.6.4. cancel any Order and invoice the Customer for any reasonable costs incurred in anticipation of the delivery of the Services for the relevant Order. 

7. Renewal of Support Services 

7.1. The Supplier, as a gesture of good-will, and only for Customers who have successfully paid for continuous 12 months of Support Services, may grant the Customer life-time access to the Courses.  

7.2. Life-time access is subject to the Courses being available, accessible and not discontinued. 

7.3. To qualify for life-time access, Customers who started on a 6-months Support Services contract must either, immediately starting from the end of the initial 6-month period of Support Services: 

7.3.1. renew the term of their Support Services for another 6 months; or 

7.3.2. pay, including via monthly instalments, for an additional and continuous 6-month period of Support Services.

7.4. The Customer must accept the Supplier’s good-will offer under this clause 7 within 14 days of the offer being made by the Supplier.

8. Credit limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

9. Performance

9.1. The Services shall be performed by the Supplier at the Location. 

9.2. The Services shall be deemed performed, in the case of:

9.2.1. a Course, when the Customer gains access to the Course; 

9.2.2. a Mastermind Event, when the event reasonably ends, as elected by the Supplier from time to time; and 

9.2.3. a Consultation Call, when either 

(a) the Customer is at least five minutes late;

(b) the relevant Consultation Call ends; or 

(c) the allocated time for the Consultation Call has lapsed. 

9.3. Time of performance of the Services is not of the essence. 

9.4 The Supplier shall not be liable for any delay in or failure of performance caused by Force Majeure.

10. Warranty

10.1 Subject to clause 11, the Supplier warrants that, at the time of performance, the Services shall:

10.1.1. be free from material defects;

10.1.2. be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and

10.1.3. in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

10.2. As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 10.1, provided that:

10.2.1. the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by an inspection, or within a reasonable period of time from performance in the case of latent defects; and

10.2.2. such notice specifies that some or all of the Services do not comply with clause 10.1 and identifies in sufficient detail the nature and extent of the defects; and

10.2.3. the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.

10.3. The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

10.4. Except as set out in this clause 10, and without limiting clause 11 below (Disclaimer):

10.4.1. the Supplier gives no warranties and makes no representations in relation to the Services; and 

10.4.2. shall have no liability for their failure to comply with the warranty in clause 10.1,

and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

10.5. The Customer understands, warrants and agrees that it is a trader acting in the course of its business as part of its trade for the purpose of the Consumer Rights Act 2015 and does not benefit from any consumer rights. 

11. Disclaimer 

11.1. The Customer recognises, understands and agrees that the Supplier has not made or given any implications, warranties, promises, suggestions, projections, representations or guarantees whatsoever to the Customer about future prospects or earnings, profitably, revenue, salary or advertising credits, and that the Supplier has not authorised any of the above to be made or given by anyone who is part of or related to the Supplier.

11.2. Albeit the Supplier may have shown to the Customer examples of success stories of students of a Course, the Customer recognises, understands and agrees that these are individual cases and do not guarantee any future performance and does not reflect the average performance of students of a Course. 

11.3. The Customer recognises, understands and agrees that the Customer’s business performance is wholly outside of the control of the Supplier and is affected by factors outside of the control of the Supplier, including but not limited to: 

11.3.1 The economy: The economy, both where the Customer does business, and on a national and even worldwide scale, creates additional uncertainty and economic risk. 

11.3.2. The Customer’s dedication, work ethic and skills: The Customer’s dedication, work ethic and skills are within the Customer’s control and have a huge impact on the success of the Customer. 

11.4. The Customer recognises, understands and agrees that Internet and e-commerce businesses and earnings derived therefrom, involve unknown risks and are not suitable for everyone. The Customer may not rely on any information presented on the Supplier’s website or otherwise provided by the Supplier.

11.5. The Customer recognises, understands and agrees that being in business is the Customer’s decision and that being in business carries numerous serious risks including, but not limited to, the loss of any monies, time and reputation.

11.6. FORWARD-LOOKING STATEMENTS. MATERIALS CONTAINED ON THIS WEBSITE OR IN MATERIALS PURCHASED AND/OR DOWNLOADED FROM THIS WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY GIVE THE SUPPLIER’S EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. THE CUSTOMER CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. THE SUPPLIER TAKES NO RESPONSIBILITY FOR ANY OF THE STATEMENTS AS THE CUSTOMER SHOULD NOT RELY ON THESE WHATSOEVER - THEY ARE EXPRESSIONS OF OPINIONS FOR DISCUSSION PURPOSES. 

11.7. The warrants and agrees that it has conducted its own, comprehensive due diligence when it comes to making business decisions and warrants that it will use caution and seek the advice of qualified professionals. 

11.8 The Supplier encourages the Customer to speak with accountants, lawyers, or professional advisors before acting on any information provided by the Supplier. 

11.9. The Customer recognises, understands and agrees that it may not consider any examples, documents, or other content on the website or Course provided by the Supplier to be professional advice. 

11.10. The Supplier assumes no responsibility for any losses or damages resulting from the Customer’s use of any link, information, or opportunity contained within the website or any Courses in any form whatsoever.

11.11. Although the Supplier believes the relevant Prices constitute fair for the value for the relevant Service, the Customer recognises, understands and agrees that the Price has been arbitrarily set and bears no relationship to objective standards or quality. 

12. Indemnity and insurance

The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

13. Limitation of liability

13.1. The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2. Subject to clauses 13.5 and 13.6, the Supplier’s total liability shall not exceed 80% of the fees paid by the Customer to the Supplier.

13.3. Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.

13.4. Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

13.4.1. loss of profit;

13.4.2. loss of revenue;

13.4.2. loss or corruption of data;

13.4.4. loss or corruption of software or systems;

13.4.5. loss or damage to equipment;

13.4.6. loss of use;

13.4.7. loss of production;

13.4.8. loss of contract;

13.4.9. loss of commercial opportunity;

13.4.10. loss of savings, discount or rebate (whether actual or anticipated); 

13.4.11. harm to reputation or loss of goodwill; and/or

13.4.12. wasted expenditure.

13.5. The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

13.6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

13.6.1. death or personal injury caused by negligence;

13.6.2. fraud or fraudulent misrepresentation;

13.6.3. any other losses which cannot be excluded or limited by Applicable Law;

13.6.4. any losses caused by wilful misconduct.

14. Confidentiality and announcements 

14.1. The Customer shall keep confidential all Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

14.1.1. any information which was in the public domain at the date of the Contract;

14.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

14.1.3. any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

14.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
except that the provisions of clauses 14.1.1 to 14.1.3 shall not apply to information to which clause 14.4 relates.

14.2. This clause shall remain in force in perpetuity.

14.3. For the purposes of this section 14, information contained in the Courses shall not be deemed to be in the public domain.
 
14.4. The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14.5. To the extent any Confidential Information is Protected Data (as defined in clause 15) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 15.1.

15. Processing of personal data

15.1. The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

15.2. The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

15.3. The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 15.

15.4. The parties agree: 

15.4.1. the Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the Supplier’s privacy policy, accessible here and the Contract (including when making any transfer to which clause 14.10 relates), except to the extent: 

(a) that alternative processing instructions are agreed between the parties in writing; or

(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).

15.5. The Supplier shall:

15.5.1. not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer; 

15.5.2. prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations as under this clause 15 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;

15.5.3. remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and

15.5.4. ensure that all natural persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

15.6. The Customer authorises the appointment of the Sub-Processors as the Supplier deems reasonably fit for the performance of this Contract.

15.7. The Supplier shall (at the Customer’s cost):

15.7.1. assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Supplier; and

15.7.2. taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

15.8. The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.

15.9. The Supplier shall at the Customer’s cost and expense refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.

15.10. The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 15 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 15.10).

15.11. On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 15 shall survive termination or expiry of the Contract.

16. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract by written notice to the other party.

17. Termination

17.1. The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

17.1.1. the Customer commits a material breach of Contract and such breach is not remediable;

17.1.2. the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;

17.1.3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 7 days after the Supplier has given notification that the payment is overdue; or

17.1.4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

17.2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

17.2.1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; 

17.2.2. the Customer engages in any abusive or inappropriate behaviour with the Supplier or any other customers, clients or stakeholders of the Supplier; or

17.2.3. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case.

17.3. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 17, it shall immediately notify the Supplier in writing.

17.4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

18. Notices

18.1. Any notice given by a party under these Conditions shall:

18.1.1. be in writing and in English;

18.1.2. be signed by, or on behalf of, the party giving it; and

18.1.3. be sent to the relevant party at the address set out in the Contract (for the Supplier) or in the relevant Order details (for the Customer). 

18.2. Notices may be given, and are deemed received:

18.2.1. by hand: on receipt of a signature at the time of delivery;

18.2.2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; and 

18.2.3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting.

18.3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1 and shall be effective:

18.3.1. on the date specified in the notice as being the date of such change; or

18.3.2. if no date is so specified, five Business Days after the notice is deemed to be received.

18.4. All references to time are to the local time at the place of deemed receipt.

18.5. This clause does not apply to notices given in legal proceedings or arbitration.

18.6. A notice given under these Conditions is not validly served if sent by email, unless in the case of the Customer not having provided, in their Order, a valid address that is visible, accessible and retrievable by the Supplier.

19. Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

20. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

21. Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22. Entire agreement

22.1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

22.3. Nothing in these Conditions purports to limit or exclude any liability for fraud.

23. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

24. Assignment

24.1. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.

24.2. Notwithstanding clause 24.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

25. Set off

25.1. The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.

25.2. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

26. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

27. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

28. Severance

28.1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

28.2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29. Waiver

29.1. No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

29.2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

29.3. A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

30. Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

31. Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the conflict.

32. Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

33. Third party rights

33.1. Except as expressly provided for in clause 33.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

33.2. Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

34. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

35. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).