THE BABY REFLUX LADY LTD
INFANT REFLUX AWARENESS COURSE
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 Infant Reflux Awareness Course (the “Course”) to You.  Please read these Standard Terms & Conditions carefully and ensure that You understand them before agreeing to purchase a place on the Course.  If You do not agree to be bound by these Standard Terms & Conditions, You will not be able to purchase a place on, or participate in, the Course.

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 Course Materials;
   “Agreement”	means the agreement between You and Us pursuant to which We shall provide the Course on the terms set out in these Standard Terms & Conditions;
   “Commencement Date”	means the date on which You enter into the Agreement with Us;
   “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 Your participation in the Course.  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 Course 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 who enters into the Agreement and participates in the Course for their own personal use and for purposes wholly or mainly outside the purposes of any business;
   “Course”	means the Infant Reflux Awareness Course provided by Us;
   “Course Fees”	means the fees payable by You for the Course in accordance with Clause 6, as specified on Our Site;
   “Course Materials”	means any and all materials to which You may have access as a result of Your participation in the Course (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);
   “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;
   “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 Course 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;
   “Live Training Session(s)”	means the live training session(s) scheduled by Us during the Course, which will take place online;
   “Order”	means Your order for a place on the Course;
   “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 Course Materials to You, or such other online platform as We may use from time to time;
   “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 Course under the Agreement.

2. How the Agreement is formed 
   1. Our Site will guide You through the process of placing Your Order.
   2. No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer to purchase a place on the Course 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.
   3. If, for any reason, We cannot accept Your Order, then any Course Fees paid by You will be refunded to You as soon as possible.
   4. We shall provide the Course to You on the terms set out in these Standard Terms & Conditions, which are incorporated into the Agreement.
   5. The Course is intended for professionals who intend to use the training provided on the Course for the purposes of their business. It is not intended for Consumers.  By entering into the Agreement, You warrant that you are entering into the Agreement for the purposes of Your business, and that you understand that the rights contained in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to the Agreement.
3. The Course
   1. A full description of the Course appears on Our Site, and may include:
      1. live or recorded training session(s); and
      2. access via the Platform to the Course Materials.
   2. The dates and times of any Live Training Session(s) will be advised to You in advance, are fixed and cannot be rescheduled. If You are unable to attend a Live Training Session, You will need to review a recording of the relevant Live Training Session. No refunds will be given in respect of missed Live Training Sessions.
   3. In providing the Course to You, We shall be acting as an independent course provider. Nothing in the Agreement shall be deemed to create any:
      1. partnership, joint venture or agency between You and Us;
      2. employment relationship between You and anyone engaged by Us; or
      3. other fiduciary relationship between You and Us,
         
         other than the contractual relationship expressly provided for in the Agreement.
   4. The Course provided by Us (and any persons engaged by Us) under the Agreement will at all times be under Our exclusive supervision, direction and control. We shall be solely responsible for organising when, how and where the Course is provided under the Agreement.
   5. We shall make all reasonable efforts to ensure that the general description of the Course which appears on Our Site corresponds to the actual Course that will be provided to You. However, We reserve the right to update and / or change the precise nature and contents of the Course from time to time, at Our sole discretion.
   6. We expect You to satisfy Yourself that the Course will meet Your needs. We do not make any guarantee that You will obtain any professional and/ or employment opportunity or be granted membership of any professional association as a result of Your participation in the Course.  Decisions as to whether and how to incorporate the principles covered in the Course into Your personal and/ or professional life are entirely Your responsibility.
   7. You understand that any testimonials provided on Our Site do not and are not intended to represent or guarantee that any other student on the Course will receive the same or similar results.
   8. You understand that the Course 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 to advise Your clients to do so, where necessary or appropriate.
4. Our obligations
   1. In providing the Course to You, We shall act at all times with reasonable skill and care, consistent with prevailing standards in the baby reflux training industry in the United Kingdom.
   2. We shall ensure that any person(s) engaged by Us to provide the Course to You have the requisite skills and experience to provide the Course.
   3. Our obligations to You under the Agreement are limited to providing the Course. Any request You may make for additional advice or assistance outside the Course Materials shall not be included in the Course 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.
   4. We will make every reasonable effort to provide the Course in a timely manner. In certain circumstances, Your access to the Course Materials may be delayed. We shall use all reasonable endeavours to resolve any such issues. However, We shall not be liable for any delay in the access to Course Materials due to circumstances which are outside Our control or to any Event Outside Out Control as described in Clause 13.
5. Your obligations
   1. 5.1 You will need to create an Account on the Platform in order to access the Course 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]. 
   2. 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.
   3. We reserve the right, at Our sole discretion, to suspend or terminate Your participation in the Course if You materially breach the provisions of the Agreement.
6. Course Fees
   1. In consideration for Us providing the Course to You, You agree to pay the Course Fees in accordance with this Clause 6. The Course Fees shall be the fees displayed on Our Site at the time You enter into the Agreement.
   2. The Course Fees shall be payable in one lump sum payment on entry into the Agreement, via the payment gateway on the Platform.
   3. You shall be responsible for all incidental costs You may incur in connection with Your participation in the Course (including but not limited to telephone and/ or internet costs of accessing the Platform).
   4. We make all reasonable efforts to ensure that the Course Fees shown on Our Site are correct. We reserve the right to change the Course Fees from time to time and as necessary.  However, any such changes in Course Fees will not affect You once You have entered into the Agreement.
7. Confidential information
   1. As a result of Your participation in the Course, We may disclose Confidential Information to You.
   2. You undertake that You will, at all times during the continuance of the Agreement and after its termination:
      1. keep confidential all Confidential Information;
      2. not disclose any Confidential Information to any other person;
      3. not use any Confidential Information other than for the purpose of Your participation in the Course and subject to these Standard Terms & Conditions; and
      4. not make any copies of, record in any way or part with possession with any Confidential Information.
   3. The obligations contained in this Clause 7 shall survive the termination of the Course and of the Agreement.
8. Intellectual property
   1. All Intellectual Property Rights subsisting in Our Site and in the Course 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 Course Materials or any other material provided by or belonging to Us (or Our licensors, as appropriate).
   2. When We provide You with access to the Course Materials, We will grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Course Materials for Your personal use. The licence granted to You does not give You any rights in the Course Materials (including any material that We may licence from third parties).
   3. You may not, for the term of the Agreement and after its termination:
      1. copy, record, reproduce, modify, rent, sell, publish, republish, sub-licence, post, broadcast, distribute, share or otherwise transmit the Course Materials (or any part of them) or make the Course Materials (or any part of them) available to any other person; or
      2. use the Course Materials in the provision of any other course or training
9. Your right to cancel
   1. You may only cancel the Agreement 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.
   2. If You wish to cancel the Agreement in accordance with Clause 9.1, and We agree that You are entitled to do so:
      1. You must inform Us in writing at [email protected]; and
      2. We shall refund You for any part of the Course that You have paid for as at the date of Your cancellation, but which has not yet been delivered to You.
   3. Any refunds made under Clause 9.2 will be made using the same payment method You used when paying the Course Fees.
   4. Subject to Clause 9.1 above:
      1. You shall not be entitled to cancel the Agreement; and
      2. You shall not be entitled to a refund of the Course Fees (or any part thereof).
10. Our right to terminate the Agreement
    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:
       1. Your obligations as set out in Clause 5;
       2. Your obligation to pay the Course Fees in full and on time, in accordance with Clause 6; and
       3. Your obligations in respect of Our Confidential Information (Clause 7) and Our Intellectual Property (Clause 8).
    2. If We terminate the Agreement under Clause 10.1, You shall not be entitled to any refund of the Course Fees paid by You (in whole or in part).
    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 Course (or part of it) due to the non-availability of the necessary personnel and/ or materials.
    4. If We terminate the Agreement under Clause 10.3, You shall only be required to pay the Course Fees for the part of the Course that We have already provided as at the date of termination. This sum will be deducted from any refund due to You. 
11. Effects of cancellation or termination
    1. Upon cancellation or termination of the Agreement under Clauses 9 or 10 above, for any reason:
       1. any outstanding Course Fees due from You to Us in accordance with the Agreement shall become immediately due and payable;
       2. the licence granted to You by Us under Clause 8.2 shall terminate immediately;
       3. 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;
       4. 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
       5. subject as provided in this Clause 11, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
    2. If We terminate the Agreement as a result of Your breach as set out in Clause 10.1 then, in addition to the effects set out in sub-Clauses 11.1.1 – 11.1.5 above, We may at Our sole discretion:
       1. terminate Your participation in the Course; and
       2. require You to destroy any soft or hard copies of the Course Materials that are in your possession, custody or control, and to confirm to Us in writing (on our request) that You have done so.
12. Our liability
    1. We make reasonable efforts to ensure that the Course 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 Course Materials are accurate, complete or up-to-date.  We are under no obligation to update the Course Materials after they have been provided to You.
    2. Without prejudice to the generality of Clause 12.1, all warranties and representations are excluded to the fullest extent permitted by law.
    3. We shall not be liable in respect of:
       1. any inaccuracy or misleading information provided during the Course and/ or in the Course Materials;
       2. any reliance by You on any such information;
       3. any liability You may incur, or harm You may cause to others, as a result of reflux management or other advice given by You during or after completion of the Course; and/ or
       4. 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.
    4. We (and the persons engaged by Us to provide the Course) 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 (and those You advise) should not discontinue any prescription medicine without first consulting Your doctor.
    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 Course Fees paid or payable by You to Us under the Agreement.
    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.
13. 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.
14. Data protection
    1. All personal information that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation.
    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.
    3. You hereby consent to Us holding, processing and accessing Your personal data for all purposes relating to provision of the Course under the Agreement, in accordance with Our Privacy Policy and this Clause 14.
15. 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.
16. Assignment, Sub-Contracting and Third Party Rights
    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. 
    2. You may not transfer (assign) Your obligations and rights under the Agreement.
    3. We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors.
    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 
    5. Subject to the above provisions of this Clause 16, the Agreement shall continue and be binding on Your and / or Our transferee, successors and assigns, as required.
17. 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.
18. 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.
19. Feedback and Complaints
    We always welcome feedback from Our Course participants, and will use all reasonable endeavours to ensure that your experience on the Course is a positive one.  If You do have any complaints or issues with the Course or services provided by Us or on Our behalf, You will contact us as soon as possible and work collaboratively with us to attempt to resolve those issues in a constructive way.  We also commit to resolving any issues You may have quickly and effectively.
20. Governing law and jurisdiction
    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.
    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.