TERMS OF BUSINESS

NASIRU TAURA LIMITED TRADING AS “[NASIRU TAURA LTD”]

General Programmes Terms & Conditions

1. Application of terms and conditions
1.1. These terms and conditions (“Terms”) apply to the Programmes (“Programmes”) operated by [Nasiru Taura Ltd] (“we” or “us”). By registering to be a participant in one of our Programmes Build Before You Leap (BBYL), you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.

1.2. The agreement is between us and you, the person or entity registering to be a participant in the Programme (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the Programme and shall continue until terminated in accordance with these Terms.

1.3. If you are purchasing online, the order process will be as follows:

1.3.1. add the Programme to the cart and proceed to the checkout and make payment as directed;

1.3.2. If you are paying through Kajabi Payments, you will be redirected to our secure payment gateway to complete your purchase. Kajabi Payments accepts major credit and debit cards as well as digital payment options such as Apple Pay, Google Pay, Afterpay, and Klarna. Once your payment has been successfully processed, you will be redirected back to our site and your membership will be activated;

1.3.3. we will send you an email acknowledging your order and confirming whether we have accepted your order.
1.3.4. If at any stage you have made an error in your order, you may email us at [[email protected]] to correct any errors.

1.4. If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.

1.5. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website.

1.6. Any content posted or submitted by you to our site or in our forum or any contribution on group sessions in the course of the Programme is subject at all times to the Acceptable Use Policy.

1.7. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

2. Programme
2.1. [The one to one and group parts/sessions of the Programme will be provided over the course of (specified number of days as would have been advertised) from the date of purchase.] [Access to the online course part of the Programme shall be available immediately on purchase. The Programme shall be provided over the course of [specified number of days as would have been advertised] and shall be delivered by a combination of [online sessions (meet-ups), Kajabi live sessions, group sessions and one on one in person sessions (“One to One Session”)] depending on your programme tier (example BBYL elite, signature, elite, launchpad (flagship).

2.2. The date and time of all sessions are as set out on the site or as otherwise communicated to you, but are subject to change. We will provide you with as much notice of any change as is possible but we shall not be liable to you in any way for any change to such dates or times. Please check the site [or our Future Connect Group] regularly for updates on changes to dates and times.

2.3. The materials we deliver as part of the Programme do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances. 

2.4. If you can’t attend a scheduled One to One Session, we shall endeavour to try to reschedule such session but if we are not able to do so, we shall not be obliged to refund you any amounts paid in relation to such sessions that you have not attended.

2.5. If you arrive late for a One to One Session, we will try to extend the end time but if this is not possible, the session will end at the scheduled time and we will not be obliged to refund you any amounts paid in relation to such session.

2.6. The One to One Sessions (or any other in person session as part of the Programme) (“In Person Session”) may be held in third party venues such as hotel meeting rooms and you agree to comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). We will require you to leave if you do not comply with such policies and rules (and shall not be obliged to refund you any amounts paid in relation to such session).

2.7. You are responsible for your own belongings that you take to an In Person Session and neither we nor the venue will be liable for any loss, damage, theft or destruction of any of your belongings.

2.8. You agree to indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a venue as part of the Programme.
Group Sessions [NOTE: DELETE THIS HEADING AND PARAGRAPH 3.8 IF YOU ARE NOT PROVIDING TELEPHONE SESSIONS]

2.9. Group sessions shall start and end at the scheduled times regardless of the time that you join the session. If you are late for a group session, the session will not be extended and we shall not be obliged to refund you any amounts in relation to such session.

Online Content and Sessions
2.10. The online sessions of the Programme are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

2.11. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability which arises from any unauthorized use of your account.

2.12.

All digital materials, videos, and resources included in the Programme are delivered through our Kajabi online platform. To access and use these materials, you will need:

• A reliable internet connection;

• A desktop, laptop, tablet, or smartphone capable of running a modern web browser (e.g., Chrome, Safari, Edge, or Firefox); and

• Access to the email address used for your Kajabi account.

From time to time, certain modules or exercises may include links to our in-house digital tools (such as the Worth Calculator, ForeQuest, or Bridge Builder, developed by Nasiru Taura Ltd) or other secure third-party applications. Where this applies, we will provide clear instructions and support to ensure a seamless user experience.

Kajabi is a fully web-based system, so no additional software or downloads are required beyond a standard web browser unless otherwise stated.

2.13. All digital materials are protected by Kajabi’s secure access controls. Each user receives unique, password-protected login credentials, and content can only be accessed via your registered account. Where additional tools are used, equivalent protection measures will apply to safeguard data and intellectual property. Downloading, copying, or sharing course materials outside the authorised platform is prohibited.

Examples of Digital Rights Management strategies (technical protection measures referred to in clause 3.12 above) include software licenses and keys, user authentication and IP authentication protocols, proxy servers, virtual private networks (VPNs), regional restriction or geoblocking, and designing products to only work on specialized hardware or software.]

3. Goods
3.1. Where we are providing goods or products (such as CDs, DVDs or binders) (“Products”) as part of the Programme, the following terms and conditions of this paragraph 4 shall apply.

3.2. Any photographs of the Products on our site are for illustration purposes only.

3.3. The delivery charges for the Products are as set out on our site from time to time.

3.4. Your order will be fulfilled by the estimated delivery date set out in our confirmation email or as described on our site, unless there is an event outside of our control. If we are unable to meet the estimated delivery date because of an event outside our control, we will endeavour to contact you with a revised estimated delivery date.

3.5. Delivery will be completed when we deliver the Products to the address you gave us when you placed the order and the Products will be your responsibility from the completion of delivery.

3.6. If no one is available at your address to take delivery, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery. [Return delivery will be at your expense.]

4. Payment
4.1. The total price payable for the Programme is as set out in the offer.

4.2. You may choose to pay by instalments or in one amount and the total price payable shall depend upon which option you have chosen and shall be as set out in the offer.

4.3. If you choose to pay in instalments, a deposit of the amount  is payable on registration for the Programme. You will then be charged for a further instalments for the amount set out in the offer on the same date as the date of registration for each subsequent calendar month until the total price payable has been paid. If we send you invoices, these must be paid within 7 days of the date of the invoice. For the avoidance of doubt, even if you do not continue to participate in the Programme, such instalments remain payable.

4.4. If you are paying instalments online through Kajabi payments or a similar online payment method, you agree that we can take such further instalments automatically when due and without any further consent from you.

4.5. Payment is to be made by any method that is detailed on our site from time to time.

4.6. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 4% above the base rate of the Bank of England from time to time in force and/or (ii) suspend the availability of the Programme until such time as payment is made or the Contract is terminated.

4.7. The total price payable is [inclusive] of Value Added Tax (and any other applicable taxes or duties) which shall be added at the applicable rate where necessary.

4.8. You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Programme.

4.9. All payments are non-refundable other than as set out in paragraph [6.5 and 8.2] below.

5. Our obligations
5.1. We warrant to you that the Programme and Programme materials purchased from us is of satisfactory quality and reasonably fit for the purpose for which the Programme is supplied.

5.2. Other than as set out in paragraph 6.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.

5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

5.4. You acknowledge that in the course of the Programme you may have access to other Programme participants confidential information and you agree not to use or disclose to any third party such confidential information. This restriction does not apply to:
(a) any use or disclosure authorised by you or required by law;
(b) any use or disclosure which you consider necessary or advisable in order to prevent illegal acts or harm to others; or
(c) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

5.5. If you are buying as a consumer (as defined in the Consumer Contracts (Information, Cancellaton and Additional Charges) Regulations 2013 – namely you are buying the Programme as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession, you may cancel the Contract within 14 days of the date of you registering for the Programme by emailing us at [[email protected]] stating your clear intention to cancel or by using the form of cancellation annexed to this agreement at Annex 1. If we receive such email within 14 days of the date of you registering for the Programme, we shall provide you with a full refund of the amount paid by you up to such date, within 14 days of the day on which we received your valid notice of cancellation and usually by the method originally used by you to pay for your purchase.

5.6. You hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed. If you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

5.7. You agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in paragraph 6.5 above and you acknowledge that you will lose your cancellation rights in relation to such digital content.

5.8. You acknowledge that your personal data will be processed by and on behalf of us as part of us providing the Programme to you in accordance with our Privacy Notice that you can view at [PRIVACY NOTICE].

6. Intellectual Property
6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Programme and all content within the Programme and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Programme or the content of the Programme to you or to any other person.

6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials (or any of the ideas and concepts created by us and contained in the content or materials) contained in the Programme.

6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content of the Programme for the purposes for which the Programme was provided only.

6.4. Except as set out in paragraph 7.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.

6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Programme.

6.6. We may from time to time record the Programme being delivered during your attendance. You authorise us to use your image and voice in any such recordings without payment, other condition or need for further consent.

6.7. You are not permitted to sell or promote products or services to other participants in the Programme at or during any part of our Programme without our prior written permission. You shall not contact any participants of the Programme other than in relation to progressing within the Programme.

6.8. The provisions of this paragraph 7 shall survive termination of the Contract.

7. Term and termination
7.1. The Contract shall continue until the end of the Programme when the Contract shall expire other than for the Terms that are specifically stated to remain in force. [For the avoidance of doubt, the license granted in paragraph 7.3 shall terminate automatically on termination or expiry of the Contract.]

7.2. You may request to terminate your enrolment in the Programme by emailing us at [email protected]  and explaining how the Programme has not enabled you to meet its stated objectives. Any such request must be made within the time period stated on the specific Programme’s sales or enrolment page (as durations may vary between our Essentials, Elite, Signature, and Launchpad offers).

We are committed to your success and will review all requests fairly. Refunds may be provided at our discretion only where you have demonstrated full participation in the Programme and we reasonably agree that it has not met its stated objectives as a result of the Programme itself, rather than through your action, inaction, or personal circumstances.

7.3. Notwithstanding the provisions of paragraph 8.1 or 8.2, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:

7.3.1. The other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or

7.3.2. The other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or

7.3.3. The other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.

7.4. We may terminate the Contract without any liability to make any refund to you if your continued participation in the Programme is in our opinion causing disruption to the running of the Programme or to other participants.

7.5. Where you have set up recurring payments, it is your responsibility to terminate these payments following termination of the Contract.

7.6. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).

7.7. Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

7.8. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.

7.9. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.

7.10. This paragraph 8 shall survive termination of the Contract.

7.11. Where the Contract expires, this shall be treated as a termination for the purposes of paragraph 8.7 and all other paragraphs that refer to “termination”.

8. Liability
8.1. Nothing in this paragraph 9 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

8.2. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Programme.

8.3. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Programme.

8.4. Any claims to be brought under or arising out of the Contract must be brought within 6 months of the date of the event giving rise to the claim.

8.5. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control (including our illness or incapacity or that of any member of the team involved in providing the Programme), we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

8.6. We may make changes (and shall not be liable for any additional costs incurred by you or for any other liability incurred by you as a result of changes) in (i) the Programme, (ii) any other content, (iii) the location of venues, (iv) the time and date of sessions or (v) the delivery mode of the sessions (for example changing an in person session to an online session) (vi) trainers, instructors or coaches.

8.7. The provisions of this paragraph 9 shall survive termination of the Contract.

8.8. You acknowledge and agree that:
8.8.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Programme (which shall be deemed to have been terminated by mutual consent);

8.8.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Programme other than as expressly set out in the Contract.

9. General
9.1. By registering for our Programme you warrant that:

9.1.1. You are legally capable of entering into binding contracts; and

9.1.2. You are at least 18 years old; and

9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.

9.2. You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

9.3. We may vary these Terms (other than the price payable by you for the Programme) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Programme will be deemed to be your acceptance of any new Terms. [Where there has been a material change to the Terms, if you do not wish to accept the new Terms and provide us with written notice of this within 7 days of our email to you setting out the changes to the terms, the Contract will terminate immediately without further notice and we will refund to you a pro rata amount of any sums paid by you for the Programme in advance, for sessions that you are no longer able to take due to such termination.]

9.4. The Contract is personal to you and you may not assign, transfer, charge, subcontract, sub-license or deal in any other manner with all or any of your rights under the Contract.

9.5. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

9.6. If we fail to insist upon strict performance of any of your obligations under the Contract, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is in writing.

9.7. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

9.8. 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 term of the Contract.

9.9. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any person that is not a party to the Contract.

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

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

9.12. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

ANNEX 1
MODEL CANCELLATION FORM

To [Nasiru Taura Ltd, email: [email protected]]
I/we* hereby give notice that I/we* cancel my/our* contract of sale for the supply of the following services:
………………………………………………………………………………………………………………………………………
Ordered on ………………………………………………………………………………………………………
Name of consumer ………………………………………………………………………………………………………
Address of consumer ………………………………………………………………………………………………………
Signature of consumer ………………………………………………………………………………………………………
Date ………………………………………………………………………………………………………
[* delete as appropriate]

 

Nasiru Taura Limited

 

Online Course Terms & Conditions

This page tells you the terms and conditions (Terms) on which we supply any of the courses (Courses) listed on our website  to you. Please read these Terms carefully before ordering any Courses from our site.

You should print a copy of these terms and conditions for your future reference.
By placing an order on our site, you agree to these Terms and that these Terms take precedence over any other terms and conditions including your own terms of business, any course of dealing or any industry practice.

1. INFORMATION ABOUT US
[nasirutaura.com] is a site operated by [Nasiru Taura Ltd] ("we" or “us”). Our  email address is [[email protected]].

2. SERVICE AVAILABILITY
Our site is only intended for use by people globally. 

3. YOUR STATUS
By placing an order through our site, you warrant and confirm that:
(a) You are legally capable of entering into binding contracts;
(b) You are at least 18 years old; and
(c) [You will only use the Course for your business use and you may not sell, publish or distribute such document or use it in whole or in part to create another document.

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order is an offer to us to buy a Course. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Course is available for access or download (the Download Confirmation). The contract between us (Contract) will only be formed when we send you the Confirmation.

4.2 The Contract will relate only to those Courses whose access or download we have confirmed in the Download Confirmation. We will not be obliged to supply any other Courses that may have been part of your order until the access or download of such Course has been confirmed in a separate Download Confirmation.

4.3 If you are purchasing a Course as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 – namely you are buying the course as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession, the following shall apply:

(a) you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at [[email protected]] or by using the form of cancellation annexed to this agreement at Annex 1. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and

(b) notwithstanding paragraph 4.3(a) above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in paragraph 4.3(a) above and you acknowledge that you will lose your cancellation rights in relation to such digital content; and

(c) in relation to the provision of any additional services under this Contract:
(i) you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and
(ii) if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

If you are not purchasing as a consumer, the above provisions shall not apply.

5. AVAILABILITY
5. 1 Your order will be fulfilled automatically on your receipt of the Download Confirmation but in the event that our automated systems do not work immediately, please contact [[email protected]] to advise us that the Course has not been made available for access or download. As our systems are automated, we shall not be liable for any delay in the access to or download of any Course.

6. TITLE AND INTELLECTUAL PROPERTY
6.1 You will only be entitled to use the Course when we receive full payment of all sums due in respect of the Course.

6.2 As between us and you, all Intellectual Property Rights and all other rights in any Course shall be owned by us. We license all such rights to you on a non-exclusive basis only to such extent as is necessary to enable you to make reasonable use of the Course.

6.3 We shall enforce our Intellectual Property Rights in the Course to the fullest extent possible by law and DISTRIBUTING (WHETHER FOR PAYMENT OR OTHERWISE), PUBLISHING, SELLIING OR DISCLOSING A COURSE IS STRICTLY PROHIBITED.

6.4 You may not without our prior written consent make any audio or visual recordings of any part of the course.

6.5 The materials we deliver as part of the course do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances and shall not be liable for any reliance placed by you on the materials within the course.

6.6 We will endeavour to ensure that all information that we provide within the course is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

7. PRICE AND PAYMENT
7.1 The price of any Course will be as quoted on our site from time to time, except in cases of obvious error.
7.2 These prices include VAT except where expressly stated otherwise.
7.3 Where your order includes ongoing access to the course materials (for the period stated on the order form), your access shall expire (and the Contract shall terminate) on the date falling on the expiry of such stated period. If you wish to continue to have access to the course materials, you must renew your membership in the manner advised on our site.

7.4 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Download Confirmation.

7.5 Payment for all Courses must be by such method of payment as is specified on our website. If you choose to pay by PayPal, you must have a valid PayPal account in order to purchase a Course.

8. REFUNDS
8.1 As you are able to download, make use of and copy the Course immediately, we will only offer refunds in limited circumstances at our discretion.

8.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

9. OUR LIABILITY
9.1 Our Courses are provided on an "as is" basis without any representations or endorsements made and without any warranty of any kind whether express or implied, other than where you are purchasing our Courses as a consumer in which case the implied warranties of fitness for purpose, merchantability and accuracy shall apply.

9.2 Nothing in these terms attempt to exclude or limit any liability for death or personal injury caused by our negligence (or any other matter for which we are not able to limit or exclude our liability due to applicable law).

9.3 If, for any reason, we are liable for any damages, our total liability shall be limited to the amount of the Course purchased.

9.4 By purchasing a Course, you agree that in no circumstance shall we be liable for any indirect, incidental, special or consequential damages, including, but not limited to:
(a) loss of income or revenue
(b) loss of business
(c) loss of profits or contracts
(d) loss of anticipated savings
(e) loss of data, or
(f) waste of management or office time
however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable arising out of or in any way connected with the use of a Course, under any law or on any basis whatsoever whether contractual or otherwise.

 

10. WRITTEN COMMUNICATIONS
You agree that our communication with you will be mainly electronic and via email. We may however also provide you with information by posting notices on our site. You agree that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

11. NOTICES
All notices given by you to us must be given to [[email protected]]. We may give notice to you at the e-mail address you provide to us when placing an order. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

12. TRANSFER OF RIGHTS AND OBLIGATIONS
12.1 You may not transfer, assign or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

12.2 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

13. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control.

14. WAIVER
14.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

14.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

14.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.

15. SEVERABILITY
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

16. ENTIRE AGREEMENT
16.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

16.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

16.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

17. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
17.1 We have the right to revise and amend these terms and conditions from time to time.

17.2 You will be subject to the policies and terms and conditions in force at the time that you order Courses from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Download Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Course).

18. LAW AND JURISDICTION
Contracts for the purchase of Courses through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

ANNEX 1
I/we* hereby give notice that I/we* cancel my/our* contract of sale for the supply of the following services:
………………………………………………………………………………………………………………………………………
Ordered on ………………………………………………………………………………………………………
Name of consumer ………………………………………………………………………………………………………
Address of consumer ………………………………………………………………………………………………………
Signature of consumer ………………………………………………………………………………………………………
Date ………………………………………………………………………………………………………

 

Nasiru Taura Limited

 

Membership Terms & Conditions

1. Application of terms and conditions

1.1. These terms and conditions (“Terms”) apply to Future Connect (“Membership”) operated by [Nasiru Taura Ltd] (“we” or “us”). By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.

1.2. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website: (“nasirutaura.com”).

1.3. Any content posted or submitted by you to our site in the course of your Membership is subject at all times to the Acceptable Use Policy.

1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

1.5 The agreement is between us and you, the person or entity registering to be a member (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the membership and shall continue until terminated in accordance with these Terms.

1.6 If you are purchasing online, the order process will be as follows:
1.1.1. add the membership to the cart and proceed to the checkout and make payment as directed;

1.1.2. If you are paying through Kajabi Payments, you will be redirected to our secure payment gateway to complete your purchase. Kajabi Payments accepts major credit and debit cards as well as digital payment options such as Apple Pay, Google Pay, Afterpay, and Klarna. Once your payment has been successfully processed, you will be redirected back to our site and your membership will be activated;

1.1.3. we will send you an email acknowledging your order and confirming whether we have accepted your application.

1.1.4. If at any stage you have made an error in your order, you may email us at [INSERT YOUR EMAIL ADDRESS] to correct any errors.
1.2. If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.

 

2. Membership

2.1. There are [2] levels of Membership as follows: FUTURES CIRCLE AND INNER CIRCLE.

2.2. We may at our absolute discretion refuse membership to any person or entity and we shall not be obliged to state our reasons for such refusal.

2.3. Memberships shall continue unless they are terminated by either of us in accordance with clause 7 below.

2.4. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorized use of your account.

2.5. The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

2.6. You may only communicate with the other members in the membership for the purposes of making use of the membership and may not make unsolicited promotions of your goods or services to such members.

2.8. The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances.

 3. Programme

3.1. The Programme will be provided over the course of agreed weeks and shall be delivered online. You can access the weekly content directly from the site at any time you like during the term of your membership.

3.2 The date and time of all sessions in the Programme are as set out on the site or as otherwise communicated to you, but are subject to change. We will provide you with as much notice of any change as is possible, but we shall not be liable to you in any way for any change to such dates or times. Please check the site regularly for updates on changes to dates and times.

3.3 If you can’t attend a live Session, we shall provide you with a replay to watch at your convenience. We shall not be obliged to refund you any amounts paid in relation to such live sessions that you don’t attend.

4. Payment

4.1. The total price payable for the Membership is as set out on the order form. Where there is a minimum term, this shall also be set out on the order form. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you. If you are paying in monthly instalments, payments will be taken on the date of registration and on the same date of subsequent months so for example if registration is on 28 May, the next payment will be taken on 29 June.

4.2. Where your order is for a [12 month] membership, your membership shall expire (and the Contract shall terminate) on the date falling 12 months after the date of payment. If you wish to continue to have access to the materials, you must renew your membership in the manner advised on our site.

4.3. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of [Llyods Bank Plc] from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated.

4.4. The total price payable as set out in the order form is exclusive of Value Added Tax.

4.5. All payments are non-refundable other than as set out in paragraph 7.2 and 7.3 below.

5. Our obligations

5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.

5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.

5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

5.4. You acknowledge that your personal data will be processed by and on behalf of us. We will process your personal data in accordance with our Privacy Policy that can be viewed at [PRIVACY NOTICE].

6. Intellectual Property

6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) [and all content within the Programme and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials or the content of the Programme to you or to any other person.

6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.

6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.

6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.

6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.

6.6. We may record sessions or events for training, quality assurance, or promotional purposes. By attending, you agree to such recording and to our use of any resulting materials for internal or external purposes, unless you have notified us in advance that you do not wish to appear in them.

6.7. You acknowledge that certain information contained in the Materials is already in the public domain

6.8. The provisions of this paragraph 6 shall survive termination of the Contract.

7. Term and termination

7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.

7.2. If you are purchasing as a consumer (as defined in the Consumer Contracts (Information, Cancellaton and Additional Charges) Regulations 2013 – namely you are buying the membership as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession, the following shall apply:

7.2.1 you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at [[email protected]]. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and

7.2.2 notwithstanding paragraph 7.2.1 above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and

7.2.3 in relation to the provision of any services under this Contract:

7.2.3.1 you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and

7.2.3.2 if you cancel the Contract before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

7.3 If you are not purchasing the membership as a consumer, the above provisions shall not apply.

7.4 After any initial membership term (as stated on the order form) has expired, you may terminate your Membership and the Contract at any time by emailing us at [[email protected]]. Where you have set up recurring payments, it is your responsibility to terminate these payments.

7.5. Notwithstanding the provisions of this paragraph, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:

7.6.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or

7.6.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or

7.6.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.

7.7. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).

7.8. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

7.9. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.

7.10. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.

7.11. This paragraph 7 shall survive termination of the Contract.

7.12. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.

8. Liability

8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.

8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.

8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control (including illness or incapacity), we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

8.4. We may, without any liability to you or any obligation to make a refund, make changes to (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions, (v) trainers, instructors or coaches or (vi) the modality of delivery of the membership.

8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

8.6. The provisions of this paragraph 8 shall survive termination of the Contract.

8.7. You acknowledge and agree that:

8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);

8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.

9. General

9.1. By applying for Membership you warrant that:

9.1.1. You are legally capable of entering into binding contracts; and

9.1.2. You are at least 18 years old; and

9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.

9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.

9.3 All notices sent by you to us must be sent to [Nasiru Taura Ltd] at [[email protected]]. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

9.4 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

9.5 If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

9.6 Except as set out in these Terms, any variation to these Terms or to the contract between you and us shall only be binding when agreed in writing and signed by us.] OR [ We may vary these Terms (other than the price payable by you for the Membership) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.

9.7 You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

9.8 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

9.9 These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.

Nasiru Taura Limited

TERMS OF BUSINESS

PAN AFRICAN INNOVATION AND CLUSTER ACADEMY TRADING AS “[PAICA GLOBAL LIMITED”]

1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these Terms.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services that we are providing to you on these Terms.
Terms: the terms and conditions set out in this document.
writing or written: includes email.
1.2 The headings do not affect the interpretation of these Terms.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.

2. Basis of Agreement
2.1 These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
2.2 A contract shall be formed between us (“Contract”) upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally) and shall continue unless and until terminated in accordance with clause 9 below.
2.3 The minimum term of the Contract shall be as agreed between us (“Initial Term”). If you do not serve notice of termination of the Contract prior to the Initial Term the Contract shall automatically renew for a further period of [12 months]].
2.4 These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.

3. The Services
3.1 We shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in [the Order Form] OR [email correspondence between us], but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.
3.2 We shall provide the following Services to you:
We provide bespoke consultancy and advisory services in the areas of entrepreneurship, innovation management, strategic foresight, and ecosystem development (the “Services”). Our Services may include, but are not limited to:
• Corporate Executive Training and Facilitation – designing and delivering tailored learning experiences, workshops, and foresight exercises for executives, managers, and entrepreneurs.
• Strategic Foresight and Systems Thinking Consulting – developing foresight frameworks, diagnostic tools, and transformation roadmaps for organisations, innovation hubs, and policy institutions.
• Programme and Curriculum Design – co-creating innovation and entrepreneurship programmes for universities, accelerators, and think-tanks.
• Ecosystem and Capability Development – advising clients on building collaborative ecosystems, entrepreneurial clusters, and innovation platforms.
• Research, Analysis, and Knowledge Products – producing strategic reports, frameworks, and other intellectual outputs that support future-readiness and innovation strategy.
Given the bespoke nature of our Services, the exact scope, deliverables, and timelines will be confirmed in each project proposal, statement of work, or agreed correspondence issued prior to commencement.

3.3 Illustrative Materials
Any samples, drawings, descriptive matter, advertising materials, or website content issued by us are provided solely to give a general idea of the nature and scope of our Services. They do not form part of this Contract, and the specific deliverables will be as described in the agreed proposal, statement of work, or written correspondence between the parties.

4. Fees and Booking
4.1 The charges for the Services are as set out in [the Order Form] OR [email correspondence between us].
4.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in [the Order Form] OR [email correspondence between us].
4.3 For Services where fees are payable in one single payment, if payment has not been made in full online through our online order form, we will invoice you for the fixed price in advance.
Our standard working hours are Monday to Friday, 9:00 a.m. to 5:00 p.m. (UK time), excluding public holidays. For international or executive engagements that require weekend or out-of-hours delivery, alternative arrangements may be agreed in writing. Payments by deposit, stage instalments, or retainers may be taken via direct debit or, failing that, invoiced in advance or at each agreed project stage as specified in the Order Form or confirmed by email.
4.4 Where the Services are provided on a time-and-materials basis (whether initially or following on from Services being provided for a fixed fee):
(a) the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates in force at that time;
(b) our daily fee rates are calculated on the basis of an [eight-hour] day worked between [8.00 am and 5.00 pm] on weekdays (excluding weekends and public holidays);
(c) we shall be entitled to charge at an overtime rate of 150% of our normal rate for time worked outside the hours referred to in condition 4.4(b) above.
(d) we will invoice you monthly in arrears unless we have agreed in writing otherwise.
4.5 All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
4.6 You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within [14] days of the date of the invoice/ on presentation of the invoice].
4.7 Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
(a) charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of [Lloyds Bank Plc, UK], accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and
(b) suspend all Services until payment has been made in full.
All fees and charges are exclusive of expenses incurred by us. Subject to your prior agreement, you will reimburse any reasonable costs related to travel, accommodation, training venues, subsistence, materials, and other ancillary expenses necessary for delivering the Services. All fees and expenses are payable in Pounds Sterling (GBP). Where payments are made in another currency, the amount must be equivalent to the GBP value agreed under this Contract, calculated at the prevailing exchange rate on the date of payment. Such expenses may be invoiced at cost as they arise or at our discretion.

5. Other activities
Nothing in these Terms shall prevent us from being involved in any way in any other as long as that does not cause us to breach any of our obligations under these Terms.

6. Confidential information and our materials
6.1 We acknowledge that we will have access to confidential information about your business, your suppliers and your customers in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.
6.2 You will keep strictly confidential all information about our business, our suppliers and our customers.
6.3 The restrictions in clauses 6.1 and 6.2 do not apply to:
(a) any use or disclosure required by law;
(b) any disclosure authorised by the party who owns the confidential information; or
(c) any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).
6.4 All materials, tools, or other property supplied or developed by us in connection with the Services remain our property unless expressly agreed otherwise in writing. You agree to keep any such materials safe and use them only for the intended purpose. Where a deliverable has been created specifically for you and full payment has been received, ownership of that deliverable will transfer to you, while we retain rights to our underlying frameworks, know-how, and methodologies.

7. Data protection
7.1 We collect and process personal data in accordance with our Privacy Notice that you can view at [LINK PRIVACY NOTICE]

8. Intellectual property
8.1 We are, and shall remain, the owner or licensee of all intellectual property rights in our Services, frameworks, and proprietary materials. Nothing in these Terms transfers ownership of our pre-existing intellectual property. Where a bespoke deliverable is produced specifically for you under this Contract and paid for in full, you shall own that deliverable, but our underlying systems, methods, and concepts shall remain our exclusive property.

8.2 We grant you a fully paid-up, worldwide, non-exclusive, royalty-free [licence OR licence during the term of this agreement] to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in your business; and
8.2 You grant us a non-exclusive, worldwide, royalty-free licence to use your name, logo, and any materials you provide solely for delivering the Services and, with your prior consent, for limited use in case studies, proposals, or marketing materials. You retain full ownership of your intellectual property.
8.3 You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.

9. Termination
9.1 Subject to the provisions of clause 2, either of us may terminate this Contract on [1] months’ notice for any reason with no liability to the other (apart from liabilities that had already accrued and been incurred).
9.2 You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
9.3 Notwithstanding the provisions of clause 2 or clause 9.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
(a) you fail to make a payment when due and payable under this Contract;
(b) you commit any gross misconduct affecting our business;
(c) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
(d) you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(e) you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
(f) an order is made or a resolution is passed for your winding up;
(g) an order is made for the appointment of an administrator to manage your affairs, business and property;
(h) a receiver is appointed of any of your assets or undertaking; or
(i) you make any arrangement or composition with your creditors or become bankrupt; or
(j) you cease, or threaten to cease, to trade.
9.4 Our rights under this clause 9 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
9.5 We shall not be obliged to retain documents and information relating to you after termination of this Contract.

10. Obligations on termination
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
11. Status
Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.
12. Limitation of Liability
12.1 Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
12.2 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
12.3 If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.
12.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
12.5 This clause 12 shall survive termination of the Contract.
13. Notices
All notices sent by you to us must be sent by email to [[email protected]]. We may give notice to you at either the e-mail or postal address you provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
14. Assignment and subcontracting
14.1 We may engage trusted design or creative professionals to assist with visual or presentation materials that support the Services. Such collaborators will be bound by strict confidentiality obligations, and we remain fully responsible for all work delivered. We will not otherwise assign, transfer, or subcontract our obligations without your prior written consent.
14.2 You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
15. General
15.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will (to that extent only) be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
15.2 If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.
15.3 We may vary these Terms at any time (other than in relation to the fee to be charged).
15.4 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English court.

 

PAICA GLOBAL LTD