Terms and Conditions - Retail Business Hub

Terms and Conditions for the Supply of Services

SERVICES DESCRIPTION: Online Courses and Services from The Retail Business Hub

I am so pleased you have decided to book our Services – please read the following important terms and

conditions before you commit to using them.

This contract sets out:

• your legal rights and responsibilities;

• my legal rights and responsibilities; and

• certain key information required by law.

The intention is that it will bring clarity to our relationship, protect both of us and provide a good solid

foundation for this commercial relationship. Please let me know if there are any clauses that you do not

understand or that contradict your understanding of my services.

In this contract:

• ‘I’, ‘me’, ‘my’, ‘our’ means Ami Rabheru / The Retail Business Hub.

• ‘You’ or ‘your’ means the person buying or using my services and resources.

If you would like to speak to me about any aspect of this contract, please contact me by e-mail at

ami@theretailbusinesshub.com

BACKGROUND

I provide consultancy and mentoring services to businesses (‘services’). My Services are not suitable for

domestic tasks or consumers and therefore consumer protection legislation does not apply to this agreement.

I am a sole trader and my trading address is 4 Dumbarton Way, Slough, SL3 7UR, trading as The Retail Business

Hub.

Introduction

1.1 If you buy services from me, you agree to be legally bound by this contract.

1.2 If you use any of my free resources (for example podcasts, workbooks, discovery sessions or any

other resources I may offer free of charge from time to time) you also agree to be legally bound by

this contract as appropriate, excluding the clauses relating to payment.

1.3 When buying any services or signing up for my services online or using any resources you also agree

to be legally bound by:

1.3.1 my website terms of use and privacy policy;

1.3.2 extra terms which may add to, or replace, some of this contract, for example any specific

written contract between us;

1.3.3 specific terms which apply to my services, for example service descriptions which may be set

out on the webpage for those services or in email correspondence between us or in a written

proposal agreed by us. If you want to see these specific terms, please visit the relevant

webpage for the programme or look at the services description I have sent you in an email or

request it from me.

All these documents form part of this contract as though set out in full here.

2 Ordering services from me

2.1 Below, I set out how a legally binding contract to buy services between you and me is made:

4 Dumbarton Way, Slough, SL3 7UR

2.2 You place an order on the site or the sales page by clicking on the relevant payment link. Please

read and check your order carefully before submitting it.

2.2.1 When you place your order at the end of the online checkout process by clicking on the

payment link on my site, or by clicking on the payment link I send to you by email, I shall

acknowledge it by email. This acknowledgement does not, however, mean that your order

has been accepted.

2.2.2 Any quotation given by me before you place an order for services is not a legally binding

offer by me to supply such services. Any prices set out in a quotation remain valid for 14

days.

2.2.3 When you decide to place an order for services with me, this is when you make a legal offer

to buy such services from me.

2.2.4 I may contact you to say that I do not accept your order, for example if I do not think my

services are right for you or there has been a mistake in the pricing or description of the

services, or my circumstances have changed since I gave you the quotation for the services.

2.2.5 I shall only accept your order when I confirm this to you by sending you a confirmation email

or start to provide the services, whichever happens earlier. At this point:

(a) a legally binding contract will be in place between you and me, and

(b) I shall start to carry out the services as set out in the programme description on this

website or in a services description agreed between us.

3 Carrying out the services

3.1 The services will be carried out with reasonable care and skill.

3.2 We shall use reasonable endeavours to carry out the services within the timescales agreed between

us or set out in a services description, but time of performance is not of the essence of this contract.

This means where we miss a timescale agreed with you, as long as we have used reasonable

endeavours to meet the timescale, this will not entitle you to terminate the contract with us or ask

for a refund or any form of compensation.

3.3 All sessions (including rearranged sessions) must be taken within any timeframe specified in a

services description or they will expire.

3.4 If you have booked a course of one on one sessions with me, you can rearrange any two sessions

during a course providing you give us at least 24 hours’ notice. If you give us less than 24 hours’

notice, fail to turn up for a session or have already rearranged two sessions in a course, you will be

deemed to have taken the session and you will not be able to reschedule it or entitled to any

compensation for missing it.

3.5 If you have booked an online course, you will receive a schedule of when each module will be aired.

It is your responsibility to take note of when these are happening and if you miss any live sessions

you will still receive the replay but will not be able to re-schedule any live Q&A sessions which may

have formed part of the delivery of the module.

3.6 In order to avoid confusion and the possibility of missed or delayed communications, our main

forms of communication are limited to emails and pre-arranged telephone or webinar calls.

Although we may respond to other forms of communication, I can only guarantee a timely response

to these forms of communication.

3.7 Our carrying out of the services might be affected by events beyond our reasonable control. If so,

there might be a delay before we can restart the services, having made reasonable efforts to limit

the effect of any of those events and having kept you informed of the circumstances. We shall try

to restart the services as soon as those events have been fixed. Examples of events which might be

beyond our reasonable control include internet failure or other IT problems, if one of our team is ill

or if you change the scope of the services you require from us.

4 Dumbarton Way, Slough, SL3 7UR

3.8 To the maximum extent permitted by law, we exclude any and all implied warranties in respect of

the services, except as expressly set out in this agreement.

4 Your responsibilities

4.1 You will pay the price for the services as set out in the services description.

4.2 You will provide us promptly with such information and assistance (and ensure that any information

is complete and accurate) as we reasonably need to provide the services.

4.3 If you are in breach of this contract, we reserve the right to suspend or curtail the services as we see

fit.

4.4 You agree:

4.4.1 to obtain and maintain all necessary licences and consents and comply with all relevant

legislation in relation to the receipt by you of the services; and

4.4.2 to ensure that you have the right to share any information or materials with us, including any

Intellectual Property Rights.

4.5 If the performance of our obligations under these terms is prevented or delayed by any of your acts

or omissions, or those of your agents, subcontractors, consultants or employees, we shall not be

liable for any costs or losses incurred by you that arise directly or indirectly from such prevention or

delay.

4.6 You warrant that you have the right to disclose the confidential information and any materials to us

and to authorise us to use it for the purpose of providing the services.

5 Prices and payment

5.1 All prices quoted are exclusive of VAT.

5.2 The price for the services you are buying are set out in the services description.

5.3 We require full payment in advance in order to provide the services. For some services we may

agree to payment by instalments, in which case a supplementary fee will be chargeable. The

relevant services description will state if we have agreed to accept payment by instalments. If we

agree to accept payment by instalments and you fail to make any of the instalment payments on the

due date then we shall invoice you immediately for the whole of the outstanding balance and

payment for that invoice will be due by return.

5.4 The fees are non-refundable past the free 7-day cancellation period, where we cancel the services

(other than under 10.3 below), you are entitled to a partial refund for services which you have paid

for in advance and which you have not received.

5.5 In view of our clear no-refund policy after the cancellation period, we do not tolerate any type of

chargeback threat or actual chargeback from your credit or debit card company. In the event that a

chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase,

without you seeking repayment from us first: you shall be in breach of this contract; you agree that

you will owe us first the sum charged to us by our merchant service provider and secondly a sum

based on time spent at £200 per hour in dealing with your breach; and we reserve the right to

report the incident to credit reporting agencies or to any other entity for inclusion in any

chargeback database or for listing as non-payment on your account which could have a negative

impact on your credit rating.

5.6 If the client wishes to cancel within the cancellation, if applicable they will receive a refund of any

amounts paid in advance in respect of services not received, less a deduction for costs incurred

unless otherwise stated in the ‘services description’ Our refund policy is as follows:

5.6.1 where we cancel services (other than under 10.3 below) you are entitled to a partial refund

for sessions which you have paid for in advance and which you have not received.

4 Dumbarton Way, Slough, SL3 7UR

5.6.2 where you wish to cancel this contract and you give us one month’s notice in writing, we

shall give you a partial refund for sessions or services which you have paid for in advance and

which you have not received, but we shall deduct reasonable compensation for the costs we

shall incur as a result of your ending the contract.

5.7 If any of your payments are not paid on the due date we may suspend services until payment has

been made in full, and we may charge interest on any balance outstanding at the rate of 4

percentage points a year above HSBC Bank plc’s base rate.

5.8 We shall ensure that a record is kept of the amount of time spent on the services.

5.9 We shall give you written notice at least 28 days in advance of any increase in our fees. If the

increase is not acceptable to you, you may, within 10 days of the date of the notice, terminate this

contract by giving written notice to us. In these circumstances the services will cease 28 days after

the original notice of the price increase.

5.10 We shall be entitled to charge to you any sums reasonably incurred by us in recovering outstanding

sums from you including professional and collection agency fees.

6 Intellectual property

6.1 In this agreement, ‘Intellectual Property Rights’ means patents, rights to inventions, copyright and

related rights, trade marks, business names and domain names, rights in get-up, goodwill and the

right to sue for passing off, rights in designs, database rights, rights to use, and protect the

confidentiality of, confidential information (including know-how), and all other intellectual property

rights, in each case whether registered or unregistered and including all applications and rights to

apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or

forms of protection which subsist or will subsist now or in the future in any part of the world.

6.2 In this clause ‘Deliverables’ means any bespoke documents or other materials produced by us for

you and to be supplied to you as part of the services as set out in a services description.

6.3 If we provide you with any materials other than the Deliverables during the services, whether digital

or printed, any Intellectual Property Rights in those materials belongs to us and unless we agree

otherwise you can only use those materials for your own internal business purposes to obtain the

benefit of our services. You may not use such materials for any other purpose, and you may not

share them with third parties.

6.4 Provided we have received payment in full for our fees, we shall grant you a non- exclusive

perpetual royalty free licence to use the Deliverables for your own internal business purposes in

order to enjoy the benefit of our services under the terms of this agreement.

7 Confidential Information

7.1 For the purpose of these terms, confidential information means any information one party supplies

to the other which it reasonably expects to be kept confidential including but not limited to

customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or

developing business, plans and models, or trade secrets.

7.2 Each party shall keep the confidential information disclosed to it confidential and, except for the

purposes of providing the services, or with the other party’s prior written consent, shall not:

7.2.1 use or exploit the confidential information in any way; or

7.2.2 disclose or make available confidential information in whole or in part to any third party.

7.3 The obligations in 7.2 will not apply to confidential information which:

7.3.1 has ceased to be confidential through no fault of the other party;

7.3.2 was already in the possession of the recipient before being disclosed by the other party;

7.3.3 has been lawfully received from a third party who did not acquire it in confidence; or

4 Dumbarton Way, Slough, SL3 7UR

7.3.4 is required to be disclosed by law.

7.4 Neither of us shall use the other party’s confidential information for any purpose other than to

perform our obligations under this contract.

8 Personal Data and Data Processing

8.1 In this clause:

8.1.1 ‘Data Protection Legislation’ means as applicable and binding on you and/or us i) in the

United Kingdom, the GDPR, and/or any corresponding or equivalent national laws or

regulations; (ii) in member states of the European Union: the GDPR, and all relevant member

state laws or regulations giving effect to or corresponding with any of them; and (iii) any

applicable laws replacing, amending, extending, re-enacting or consolidating any of the

above Data Protection Legislation from time to time;

8.1.2 ‘Personal Data’, ‘Data Subject’, ‘Data Processor’ and ‘Data Controller’ shall bear the defined

meanings allocated to them in Data Protection Legislation; and

8.1.3 ‘Client Personal Data’ shall mean all Personal Data comprised in all documents, information

and materials provided by you to us relating to the services.

8.2 To the extent that we shall process Client Personal Data as your Data Processor, we shall do so in

compliance with the obligations placed on us as Data Processor under Data Protection Legislation.

8.3 You shall at all times comply with all Data Protection Legislation in connection with the processing

of Client Personal Data. You shall ensure all instructions given by you to us in respect of Client

Personal Data shall at all times be in accordance with Data Protection Legislation. You shall

indemnify us and keep us indemnified 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 arising out of or in connection with any breach by you of your

obligations under this clause 8.

8.4 We shall:

8.4.1 only process the Client Personal Data in accordance with this contract except where

otherwise required by applicable law (and shall inform you of that legal requirement before

processing, unless applicable law prevents us doing so); and

8.4.2 if we believe that any instruction received by us from you is likely to infringe the Data

Protection Legislation, promptly inform you and be entitled to cease to provide the relevant

services until the parties have agreed appropriate amended instructions which are not

infringing.

8.5 Taking into account the state of technical development and the nature of processing, we shall

implement and maintain appropriate technical and organisational measures to protect the Client

Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure

or access.

8.6 We shall inform you of any addition, replacement or other changes of third parties authorised by us

to have access to and process Client Personal Data in order to provide the services (“Sub-

processors”) and shall provide you with the opportunity to reasonably object to such changes on

legitimate grounds. You acknowledge that these Sub-processors are essential to provide the

services and that objecting to the use of a Sub-processor may prevent us from providing the services

to you. We shall enter into a written agreement with the Sub-processor imposing on the Sub-

processor obligations comparable to those imposed on us under this clause, including appropriate

data security measures. In case the Sub-processor fails to fulfil its data protection obligations under

such written agreement with us, we shall remain liable towards you for the performance of the Sub-

processor’s obligations under such agreement. You provide general written authorisation to us to

engage Sub-processors as necessary to perform the services.

4 Dumbarton Way, Slough, SL3 7UR

8.7 We shall (at your cost):

8.7.1 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the

GDPR (and any similar obligations under applicable Data Protection Legislation) taking into

account the nature of the processing and the information available to us; and

8.7.2 taking into account the nature of the processing, assist you (by appropriate technical and

organisational measures), insofar as this is possible, for the fulfilment of your 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 Legislation) in respect of any

Client Personal Data.

8.8 We may transfer Client Personal Data processed under these terms outside the European Economic

Area (“EEA”) or Switzerland as necessary to provide the services. If we transfer Client Personal Data

to a jurisdiction for which the European Commission has not issued an adequacy decision, we shall

ensure that appropriate safeguards have been implemented for the transfer of Client Personal Data

in accordance with Data Protection Legislation.

8.9 We shall, in accordance with Data Protection Legislation, make available to you such information

that is in our possession or control as is necessary to demonstrate our compliance with the

obligations placed on us under this clause 8 and to demonstrate compliance with the obligations on

each party imposed by Article 28 of the GDPR (and under any Data Protection Legislation equivalent

to that Article 28), and allow for and contribute to audits, including inspections, by you for this

purpose. Any information obtained by you as a result shall be treated as confidential.

8.10 We shall notify you without undue delay and in writing on becoming aware of any security breach in

respect of any Client Personal Data.

8.11 On the termination of the provision of the services relating to the processing of Client Personal

Data, at your cost and the your option, we shall either return all of the Client Personal Data to you

or securely dispose of it (and thereafter promptly delete all existing copies of it) except to the extent

that any applicable law requires us to store such Client Personal Data.

8.12 You shall ensure that: Data subjects are provided with appropriate information regarding the

processing of their Client Personal Data, including by means of offering a transparent and easily

accessible public privacy notice.

9 Resolving problems

9.1 In the unlikely event that there is a problem with the services, please contact us as soon as possible

and give us a reasonable opportunity to sort out any problems with you and reach a positive

outcome.

9.2 The terms of this contract will apply to any re-performed services.

10 End of the contract

10.1 If a services description specifies a length of time for services to be provided, then subject to clause

10.3 below, the services will terminate at the end of that timeframe.

10.2 If we provide services to you on an ongoing basis and the relevant statement of services does not

specify a timeframe then either you or we may terminate the services by one month’s written

notice to each other.

10.3 Either you or we may terminate the services and this agreement immediately if:

10.3.1 the other party fails to pay any amount due under this agreement on the due date for

payment and remains in default not less than 14 days after being notified to make such

payment;

10.3.2 the other party commits any other material breach of this agreement and, in the case of a

breach capable of being resolved, the breach is not resolved within 30 days of a written

4 Dumbarton Way, Slough, SL3 7UR

request to do so. The written request must expressly refer to this clause and state that the

contract for services and this agreement will be terminated if the breach is not resolved; or

10.3.3 the other party commits or threatens to commit or is threatened with any act of insolvency

under the Insolvency Act 1986.

10.4 If this agreement is ended it will not affect our right to receive any money which you owe to us

under it and it will not operate to affect any provisions that expressly or by implication survive

termination.

11 Limit on our responsibility to you

11.1 Nothing in this agreement shall limit or exclude our liability for:

11.1.1 death or personal injury caused by our negligence, or the negligence of our employees,

agents or subcontractors;

11.1.2 fraud or fraudulent misrepresentation; or

11.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability.

11.2 Subject to clause 11.1:

11.2.1 We shall not be liable to you, whether in contract, tort (including negligence), breach of

statutory duty, or otherwise, for any loss of profit; loss of sales or business; loss of

anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data

or information; or any indirect or consequential loss arising under or in connection with any

contract between us; and

11.2.2 our total liability to you for all other losses arising under or in connection with any contract

between us, whether in contract, tort (including negligence), breach of statutory duty, or

otherwise, shall be limited to the total sums paid by you for our services which gave rise to

the loss.

11.3 This limitation on liability is an integral part of the commercial bargain between you and us and was

a controlling factor in the setting of the fees payable to us under these terms.

12 Disputes

12.1 We shall try to resolve any disputes with you quickly and efficiently.

12.2 If we cannot resolve a dispute using our internal complaint handling procedure and either of us

want to take court proceedings, the courts of England and Wales will have exclusive jurisdiction in

relation to any contract entered into pursuant to this agreement.

12.3 The laws of England and Wales will apply to any contract entered into pursuant to this agreement

13 Non-disparagement

13.1 If there is a dispute between us, you agree not to publicly or privately make any negative or critical

comments about our services, or to communicate with any other individual, company or entity in a

way that disparages the services or harms our reputation in any way, including on social media.

14 General

14.1 Amending the agreement. No variation of this agreement shall be valid or effective unless it is in

writing and is agreed to by us.

14.2 This is our entire agreement with you. This agreement constitutes the entire agreement between

us in relation to your purchase. You acknowledge that you have not relied on any statement,

promise, representation, assurance or warranty made or given by or on behalf of us which is not set

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