THE BABY REFLUX LADY LTD
1:1 SUPPORT
STANDARD TERMS & CONDITIONS
Background
These Standard Terms & Conditions, together with any documents referred to therein, set out the terms on which We will provide the 1-to-1 baby reflux support package (the “Support Package”) to You. Please read these Standard Terms & Conditions carefully and ensure that You understand them before agreeing to purchase the Support Package. If You do not agree to be bound by these Standard Terms & Conditions, You will not be able to purchase the Support Package.
1. Definitions and Interpretation
In these Standard Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account created by You on the Platform through which You will be given access to the Support Materials;
“Agreement” means the agreement between You and Us pursuant to which We shall provide the Support Package on the terms set out in these Standard Terms & Conditions;
“Commencement Date” means the date of the Order Confirmation;
“Confidential Information” means information which is confidential in nature or which is or may be commercially sensitive, and which is disclosed as a result of or in connection with the Support Package. Confidential Information may include (but is not limited to) information of a secret, sensitive or confidential nature relating to Our business, dealings, affairs, clients, practice, accounts, finances, trading, products, software or know-how, and includes the Support Materials, whether that disclosure is made orally or in writing, and whether or not the information is expressly stated to be confidential or marked as such;
“Consumer” means a “consumer” as defined by the Consumer Rights Act 2015, and in relation to the Agreement means an individual customer purchases the Support Package for their own personal use and for purposes wholly or mainly outside the purposes of any business;
“Data Protection Legislation”
means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK; and subsequently 2) any legislation which succeeds the GDPR;
“Fees” means the fees payable by You for the Support Package in accordance with Clause 6, as specified on Our Site;
“Intellectual Property Rights” means:
(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights in or in relation to Our Confidential Information including the Support Materials;
(d) rights of the same or similar effect or nature as or to those in paragraphs (a), (b) and (c) which now or in the future may subsist; and
(e) the right to sue for past infringements of any of the foregoing rights;
“Order” means Your order for the purchase by You of the Support Package;
“Order Confirmation” means Our acceptance and confirmation of Your Order;
“Our Site” means Our website at https://www.thebabyrefluxlady.co.uk;
“Platform” means the Kajabi online platform accessed via Our Site through which We may release the Support Materials to You, or such other online platform as We may use from time to time;
“Support Materials” means any and all materials to which You may have access as a result of Your participation in the Support Package (including but not limited to any live or recorded material, audio or video files and any other recorded material delivered by Us or on Our behalf; and written or downloadable materials, whether in soft or hard copy);
“Support Package” and “Support Packages” “Support Packages” means the 1-to-1 baby reflux Support Packages provided by Us, including: the Urgent Baby Reflux Consultation, the Bronze, Silver. Gold and Platinum Support Packages and the Rapid Reflux Video Assessment (together with such other baby reflux Support Packages as We may provide from time to time).
References to the “Support Package” in these Standard Terms & Conditions shall be a reference to the individual Support Package which is the subject of Your Order and the Agreement;
“Us” or “We” means The Baby Reflux Lady Ltd, a limited company incorporated in England & Wales with company number 11121090
whose registered office address is at 18 - 22 Church Street, Malvern, United Kingdom, WR14 2AY; and
“You” means the person to whom We shall provide the Support Package under the Agreement.
2. How the Agreement is formed
2.1 Our Site will guide You through the process of placing Your Order.
2.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer to purchase the Support Package subject to these Standard Terms & Conditions. We may, at Our sole discretion, accept that offer. Our acceptance is indicated by Us sending You an Order Confirmation by email. Only once We have sent You an Order Confirmation will there be a legal, binding Agreement between You and Us.
2.3 If, for any reason, We cannot accept Your Order, then any Fees paid by You will be refunded to You as soon as possible.
2.4 We shall provide the Support Package to You on the terms set out in these Standard Terms & Conditions, which are incorporated into the Agreement.
2.5 The Agreement shall come into force on the Commencement Date and shall continue until:
2.5.1 We have provided the agreed number of support calls included in the Support Package; or
2.5.2 the Agreement is terminated in accordance with Clauses 10 – 12.
3. The Support Package
3.1 A full description of the Support Package appears on Our Site, and may (depending on the Support Package selected by You) include some or all of:
3.1.1 1-to-1 support call or calls (save in the case of the Rapid Reflux Video Assessment Package);
3.1.2 video assessment (Rapid Reflux Video Assessment Package only);
3.1.3 email, text and message support (Platinum Support Package only); and/ or
3.1.4 access via the Platform to the Support Materials.
3.2 In providing the Support Package to You, We shall be acting as an independent consultant. Nothing in the Agreement shall be deemed to create any:
3.2.1 partnership, joint venture or agency between You and Us;
3.2.2 employment relationship between You and anyone engaged by Us; or
3.2.3 other fiduciary relationship between You and Us,
other than the contractual relationship expressly provided for in the Agreement.
3.3 The services provided by Us (and any persons engaged by Us) under the Agreement as part of the Support Package will at all times be under Our exclusive supervision, direction and control. We shall be solely responsible for organising when, how and where the services are provided under the Agreement.
3.4 We shall make all reasonable efforts to ensure that the general description of the Support Package which appears on Our Site corresponds to the actual Support Package that will be provided to You. However, We reserve the right to update and / or change the precise nature and contents of the Support Package from time to time, at Our sole discretion.
3.5 We expect You to satisfy Yourself that the Support Package will meet Your needs or those of Your baby. We do not make any guarantee that You or Your baby will obtain any particular result from the Support Package. Decisions as to whether and how to incorporate the principles covered in the Support Package are entirely Your responsibility.
3.6 You understand that any testimonials provided on Our Site do not and are not intended to represent or guarantee that any other client will receive the same or similar results for themselves or their baby as a result of purchasing the Support Package.
3.7 You understand that the Support Package is not intended to be a substitute for medical or other professional advice (including but not limited to advice from a medical doctor, TCM practitioner, nutritionist, dietician, psychiatrist or other medical practitioner) and that it is Your responsibility to seek such independent professional advice for Yourself or Your baby where necessary or appropriate. In particular, You must seek medical advice before making any changes to or ceasing to use any prescription medication.
4 Scheduling of support calls
4.1 Support calls will take place online (via Zoom or similar online platform) at a fixed time and date as mutually agreed by You and Us in advance.
4.2 If You purchase the Platinum Support Package (but not otherwise) the Support Package may include email, text and/ or voice message support between support calls. This additional support is available to Platinum Support Package clients between the hours of 9am and 7pm, unless We advise You otherwise. If, in the exercise of Our sole discretion, We decide that it is more appropriate to deal with Your message in depth at the next support call then we will advise You of this accordingly.
4.3 If You are unable to attend a scheduled support call, You must advise Us by email at [email protected] not less than 48 hours before the scheduled support call.
4.4 Provided You give 48 hours’ notice, as specified in Clause 4.3, You may postpone a support call to a mutually agreeable date without additional charge. All support calls and follow up calls must be scheduled within 8 weeks of the initial call booking date.
4.5 If You do not give the notice specified in Clause 4.3 or within the time frame as specified in Clause 4.4 in respect of any scheduled support call, You will forfeit that call/calls. For the avoidance of doubt, there will be no reduction or refund of Fees in respect of the forfeited support call/calls.
4.6 Support calls will last for 30, 45 or 60 minutes, as specified on Our Site at the time You purchase the Support Package (unless otherwise agreed with You in advance). If You arrive late for a support call, the time for the support call will be reduced accordingly. There will be no corresponding reduction or refund in the Fees payable, and You will not be able to reschedule that support call.
5 Our obligations
5.1 In providing the Support Package to You, We shall act at all times with reasonable skill and care, consistent with prevailing standards in the baby reflux education industry in the United Kingdom.
5.2 We shall ensure that any person(s) engaged by Us to provide the Support Package to You have the requisite skills and experience to provide the Support Package.
5.3 Our obligations to You under the Agreement are limited to providing the Support Package as described on Our Site at the time of purchase. Any request You may make for additional advice or assistance outside the Support Package shall not be included in the Fees. We may at Our sole discretion decline to deal with any such request or impose an additional charge for Our time. Any such charge will be agreed with You in advance.
5.4 We will make every reasonable effort to provide the Support Package in a timely manner, at the date(s) and time(s) agreed with You. In certain circumstances, including (but not limited to) where We encounter a technical issue or in the case of illness or other events outside Our control, We may need to postpone a support call. In these circumstances, We will give You as much notice as possible, and will agree a mutually convenient date and time for the postponed support call with You. We shall not be liable for any delay in the provision of the Support Package or access to the Support Materials due to technical issues, illness or other events outside Our control.
6 Your obligations
6.1 During the course of the Support Package, You undertake to:
6.1.1 communicate honestly;
6.1.2 provide promptly any information requested from You in connection with the support to be provided;
6.1.3 be open to feedback and assistance;
6.1.4 conduct Yourself in a responsible and courteous manner at all times;
6.1.5 attend any support calls on time; and
6.1.6 commit to and participate actively and fully in the process.
6.2 You will need to create an Account on the Platform in order to access the Support Materials, by creating a user ID and a password (together the “Log In Details”). You agree that You will not under any circumstances share Your Account or Your Log In Details with any other person. If You believe that Your Account or Your Log In Details are being used without Your permission, You must contact Us immediately at [email protected].
6.3 You understand and acknowledge the importance of Our Confidential Information and Intellectual Property Rights, and warrant and undertake to comply at all times with Your obligations in relation to Our Confidential Information and Intellectual Property Rights as set out in Clauses 7 and 8 below.
6.4 We reserve the right to suspend or terminate Your Support Package and/ or Your access to the Platform if You materially breach the provisions of this Clause 6 or any of the other provisions of the Agreement. If We suspend or terminate Your Support Package in this way, no refund shall be due in respect of the Fees.
7 Fees
7.1 In consideration for Us providing the Support Package to You, You agree to pay the Fees in accordance with this Clause 7. The Fees shall be the fees displayed on Our Site for the Support Package at the time You enter into the Agreement.
7.2 The Fees shall be payable in one lump sum payment on entry into the Agreement, via the payment gateway on the Platform.
7.3 You shall be responsible for all incidental costs You may incur in connection with Your access to the Support Package (including but not limited to telephone and/ or internet costs of accessing the Platform).
7.4 We make all reasonable efforts to ensure that the Fees shown on Our Site are correct. We reserve the right to change the Fees from time to time and as necessary. However, any such changes in Fees will not affect You once You have entered into the Agreement.
8 Confidential information
8.1 In the course of providing the Support Package to You, We may disclose Confidential Information to You. You undertake that You will, at all times during the continuance of the Agreement and after its termination:
8.1.1 keep confidential all Confidential Information;
8.1.2 not disclose any Confidential Information to any other person;
8.1.3 not use any Confidential Information other than for the purpose of You accessing support under the Support Package and subject to these Standard Terms & Conditions; and
8.1.4 not make any copies of, record in any way or part with possession with any Confidential Information.
8.2 The obligations contained in this Clause 8 shall survive the termination of the Support Package and of the Agreement.
9 Intellectual property
9.1 All Intellectual Property Rights subsisting in Our Site and in the Support Materials shall at all times remain Our exclusive property (or the property of Our licensors, as appropriate). Nothing in the Agreement shall vest in You any rights in the Support Materials or any other material provided by or belonging to Us (or Our licensors, as appropriate).
9.2 When We provide You with access to the Support Materials, We will grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Support Materials for the purposes of Your own learning, and for no other purpose. The licence granted to You does not give You any rights in the Support Materials (including any material that We may licence from third parties).
9.3 You may not, for the term of the Agreement and after its termination:
9.3.1 copy, record, reproduce, modify, rent, sell, publish, republish, sub-licence, post, broadcast, distribute, share or otherwise transmit the Support Materials (or any part of them) or make the Support Materials (or any part of them) available to any other person; or
9.3.2 use the Support Materials in the provision of any other course or training
10 Legal right to cancel and ‘cooling off’
10.1 If You are a Consumer in the United Kingdom or the EU, You have the legal right to a “cooling off” period during which You can cancel the Agreement for any reason. This “cooling off” period begins on the date that You enter into the Agreement, and ends 14 calendar days after that date. This right to a “cooling off” period does not apply if You enter into the Agreement wholly or mainly for purposes relating to a business.
10.2 If You wish to exercise Your right to cancel under Clause 10.1 above, You must inform Us of Your decision within the “cooling off” period. You may inform Us of this in any way You wish. However, for Your convenience, a sample cancellation notice is included in the Schedule to these Standard Terms & Conditions. If You cancel by email or by post, Your cancellation is effective from the date on which You send Your cancellation. Any cancellation notice should be sent to us by email at [email protected].
10.3 If You schedule a support call or access the Support Materials during the “cooling off” period referred to in Clause 10.1, and then subsequently cancel the Agreement during the “cooling off” period, You will be required to pay the Fees representing the value of that part of the Support Package You have accessed, as determined by Us. The balance of any Fees that have already been paid by You will be refunded to You within 14 days of Your cancellation, less any sums deducted in accordance with this Clause 10.3.
10.4 Any refunds made under Clause 10.3 above will be made using the same payment method You used when paying the Fees.
11 Cancellation after the “cooling off” period
11.1 You may only cancel the Agreement outside the “cooling off” period referred to in Clause 10 if We have committed a material breach of the Agreement, You have given Us written notice of that breach, and We have failed to remedy the said breach within 14 days of Your notice.
11.2 If You wish to cancel the Agreement in accordance with Clause 11.1, and We agree that You are entitled to do so:
11.2.1 You must inform Us in writing at [email protected]; and
11.2.2 We shall refund You for any part of the Support Package that You have paid for as at the date of Your cancellation, but which has not yet been delivered to You.
11.3 Any refunds made under Clause 10.2.2 will be made using the same payment method You used when paying the Fees.
11.4 Subject to Clause 10.1 above, once the “cooling off period” referred to in Clause 10 has expired:
11.4.1 You shall not be entitled to cancel the Agreement; and
11.4.2 You shall not be entitled to a refund of the Fees (or any part thereof).
12 Our right to terminate the Agreement
12.1 We shall have the right to terminate the Agreement immediately if You breach any of the terms set out in the Agreement including, but not limited to:
12.1.1 Your obligations as set out in Clause 6;
12.1.2 Your obligation to pay the Fees in full and on time, in accordance with Clause 7; and
12.1.3 Your obligations in respect of Our Confidential Information (Clause 8) and Our Intellectual Property (Clause 9).
12.2 If We terminate the Agreement under Clause 12.1, You shall not be entitled to any refund of the Fees paid by You (in whole or in part).
12.3 We shall have the right to terminate the Agreement if an Event Outside Our Control occurs, or if We are unable to provide or continue to provide the Support Package (or part of it) due to the non-availability of the necessary personnel and/ or materials.
12.4 If We terminate the Agreement under Clause 12.3, You shall only be required to pay the Fees for the part of the Support Package that We have already provided as at the date of termination. This sum will be deducted from any refund due to You.
13 Effects of cancellation or termination
13.1 Upon cancellation or termination of the Agreement under Clauses 10 or 12 above, for any reason:
13.1.1 any outstanding Fees due from You to Us in accordance with the Agreement shall become immediately due and payable;
13.1.2 the licence granted to You by Us under Clause 9.2 shall terminate immediately;
13.1.3 You will cease to have access to the Support Materials through the Platform;
13.1.4 We may require You to destroy any soft or hard copies of the Support Materials that are in your possession, custody or control, and to confirm to Us in writing (on our request) that You have done so.
13.1.5 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
13.1.6 termination or cancellation shall not affect any remedy which the terminating party may have in respect of the event giving rise to the termination or cancellation or in respect of any breach of the Agreement which existed at or before the date of termination; and
13.1.7 subject as provided in this Clause 13, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
14 Our liability
14.1 We make reasonable efforts to ensure that the Support Materials are accurate, complete and up-to-date at the time they are delivered. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Support Materials are accurate, complete or up-to-date. We are under no obligation to update the Support Materials after they have been provided to You.
14.2 Without prejudice to the generality of Clause 14.1, all warranties and representations are excluded to the fullest extent permitted by law.
14.3 We shall not be liable in respect of:
14.3.1 any inaccuracy or misleading information provided during the Support Package and/ or in the Support Materials;
14.3.2 any reliance by You on any such information; or
14.3.3 any loss of profit, loss of business, interruption to business, loss of business opportunity, loss of goodwill or reputation or any other indirect, special or consequential loss or damages.
14.4 We (and the persons engaged by Us to provide the Support Package) are not acting in the capacity of doctor, psychiatrist, TCM practitioner dietician, or other licensed or registered medical professional, and any advice given by Us or on Our behalf is not intended to take the place of such professional advice. We do not not prescribe or provide health care or medical services, or diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Any dietary changes or potential dietary supplements or change in medication should be discussed with a doctor, and You should not discontinue any prescription medicine for You or Your baby without first consulting Your doctor.
14.5 Our total liability to You in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable by You to Us under the Agreement.
14.6 Nothing in these Standard Terms & Conditions or in the Agreement seeks to exclude or limit Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation.
15 Events outside Our control
We shall not be liable for any failure or delay in performing Our obligations under the Agreement where that failure or delay arises from a cause or event that is beyond Our control. Such causes or events may include, but are not limited to: power failure, internet service provider failure, service interruptions on the Platform, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic, pandemic or other natural disaster or any other event that is beyond Our reasonable control.
16 Data protection
16.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation.
16.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy on Our Site.
16.3 You hereby consent to Us holding, processing and accessing Your personal data for all purposes relating to provision of the Support Package under the Agreement, in accordance with Our Privacy Policy and this Clause 16.
17 No Waiver
No failure or delay by Us in exercising any of Our rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by Us of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
18 Assignment, Sub-Contracting and Third Party Rights
18.1 We may transfer (assign) Our rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing.
18.2 You may not transfer (assign) Your obligations and rights under the Agreement.
18.3 We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors.
18.4 The Agreement is between You and Us. No part of the Agreement is intended to benefit or confer rights on any other person, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
18.5 Subject to the above provisions of this Clause 18, the Agreement shall continue and be binding on Your and / or Our transferee, successors and assigns, as required.
19 Severance
In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
20 Entire Agreement
The Agreement contains the entire agreement between You and Us with respect to its subject matter and may not be modified except by an instrument in writing signed by You and by Our duly authorised representative.
21 Feedback and Complaints
We always welcome feedback from Our clients, and will use all reasonable endeavours to ensure that your experience of the Support Package is a positive one. If You do have any complaints or issues with the Support Package or services provided by Us or on Our behalf, please contact us as soon as possible at [email protected] and We will work collaboratively with You to attempt to resolve those issues in a constructive way in accordance with Our Complaints Policy (which is available on request). We also commit to resolving any issues You may have quickly and effectively.
22 Governing law and jurisdiction
22.1 Any dispute, controversy or claim arising out of or in connection with the Agreement shall be governed by, and construed in accordance with the law of England & Wales.
22.2 Any dispute, controversy or claim arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of England & Wales.