Saltoria Marketing Terms and Conditions – Courses & Workshops
These Terms and Conditions set out the basis on which we will provide course or workshop services to you. They form a legally binding agreement between:
Us: Saltoria Marketing Ltd (Company number 12997707), The Wheelhouse Angel Court 81 St Clements Street Oxford OX4 1AW [email protected]
You: The person or company signing up for our course or workshop.
It may be helpful to define the terms used in this agreement:
1.1 “Confidential Information” means any information relating to your business or ours which is not publicly available including any information specifically designated as confidential; any information supplied by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the party disclosing it.
1.2 “Course or Workshop” means the course or workshop (as applicable) as described in the Course or Workshop Specification.
1.3 “Course or Workshop Specification” means the description of the Course or Workshop on our website or otherwise provided to you in writing.
1.4 “Our Materials” means the course or workshop materials provided to you for the course or workshop, as detailed in the relevant course or workshop specification.
1.5 “Fee” means the fee described in clause 3 and the Course or Workshop Specification.
1.6 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.7 “Services” means the provision of the Course or Workshop.
2.1 We agree to provide the Services as described in the Course or Workshop Specification with reasonable skill and care.
3.1 You agree to pay us the Fee for the Services before the start of the Course or Workshop or as otherwise specified in the Course or Workshop Specification.
3.2 If you fail to make a payment of any of our Fees by the date on which they fall due, you will pay interest on the overdue sum at the rate of 5% above the current Bank of England base rate. Such interest will accrue daily from the Due Date until actual payment of the due amount.
3.3 Any late payment by you may also affect the date of delivery of the Services and we will not be liable for any delay if this is the case.
4 .INTELLECTUAL PROPERTY
4.1 All Intellectual Property Rights in Our Materials will remain ours.
4.2 We grant you an exclusive non-transferable license to use Our Materials for the purposes of the Course or Workshop, but not for any other purpose. You agree and undertake not to reproduce, share, distribute or sell any of Our Materials outside of your organisation or to use Our Materials for any other purpose.
5.1 We warrant that:
5.1.1 Our Materials will be wholly original to us and will not infringe the Intellectual Property of any third party;
5.1.2 Our Materials will not contain any defamatory, blasphemous or racially inflammatory material, or breach any contract or duty of confidence or constitute contempt of court or expose you to any civil or criminal proceedings;
5.2 We do not give any guarantee as to the success of the techniques or strategies taught in the Course or Workshop or as to any levels of increased revenue, sales leads or other measurables and further do not, under any circumstances, guarantee that the provision of the Services by us will achieve any predicted or desired sales results, all of which will remain at your risk.
5.3 You acknowledge that your success may be dependent on factors which are beyond our control and which are dependent on third-party action including, but not limited to, algorithms, your competitors’ actions and your reputation.
6 .OUR LIABILITY TO YOU
6.1 Your contract is solely with Saltoria Marketing Limited, which has sole legal liability for provision of the Services and for any act or omission in the course of the Services. No representative, director, officer, employee, agent or consultant of Saltoria Marketing Limited will have any personal legal liability for any loss or claim
6.2 Unless explicitly agreed otherwise in writing we do not owe, nor do we accept, any duty to any person other than you.
6.3 Our maximum liability to you (or any other party we have agreed may rely on the Services) in relation to any single matter or any group of connected matters which may be aggregated by our insurers will be the amount paid by you for the Services, including interest.
6.4 We will not be liable for any of the following (whether direct or indirect):
6.4.1 losses not caused by any breach of contract or tort on our part;
6.4.2 loss of revenue;
6.4.3 loss of profit;
6.4.4 loss of or corruption to data;
6.4.5 loss of use;
6.4.6 loss of production;
6.4.7 loss of contract;
6.4.8 loss of opportunity;
6.4.9 loss of savings, discount or rebate (whether actual or anticipated); and
6.4.10 harm to reputation or loss of goodwill.
6.5 Regardless of the limitations above, nothing in this Agreement will be construed as excluding or restricting any Party’s liability for death and/or personal injury caused by its, its employees’ or its agents’ negligence, or for any fraud.
7.1 We have the right to suspend this Agreement (and any other agreement we have with you) if any Fee or any other sum due under this agreement, has not been paid in full by the Due Date.
7.2 You acknowledge that we have the right to suspend this Agreement if any payments due to us by you under any other agreement have not been paid.
8.1 You enter into this agreement as a business or business owner. As such, you do not have the cancellation rights of a consumer under consumer legislation.
8.2 You will not be entitled to terminate a Course or to receive a refund of Fees after you have been provided access to the course materials.
8.3 If you cancel a Workshop more than 48 hours before it is due to take place, you will be responsible for 50% of the fee for that Workshop (and we will refund any money you have paid in excess of the 50% fee). You will be responsible for the full fee for the Workshop and will not receive any refund if you cancel less than 48 hours before the Workshop. You may rearrange the date of a Workshop without charge, subject to availability.
9. FORCE MAJEURE
9.1 Neither you nor we will be liable to each other for any failure to perform our obligations under this Agreement which is due to a so-called act of God, accident, fire, lockout, strike or other official labour dispute, union problem, riot or civil commotion, satellite failure, failure of technical facilities not within the reasonable control of the defaulting party, act of public enemy, enactment, rule or order or act of government (whether local or national), or other act or event of a similar or dissimilar nature beyond the reasonable control of that party, such act or event being deemed an event of force majeure
9.2 In the event that any force majeure event continues for a period of 60 days or for a period aggregating no less than 60 days in a calendar year, the Parties will consult and agree on the best course of action.
10.1 Each Party agrees that it will not at any time disclose to any person any Confidential Information except as permitted by Clause 12.2:
10.2 Each Party may disclose the other party’s confidential information:
10.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement Each party will ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 12; and
10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.2.3 Neither party will use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
10.3 The obligations of each Party under this clause 12, will continue in effect for 3 years after the termination of this Agreement.
11. DATA PROTECTION
11.1 Any Personal Data that is provided to us in the course of providing the Services will be held in accordance with our Data Protection Policy.
12.1 Any notices served in accordance with this Agreement must be in writing and sent by email to us at the addresses set out at the top of this Agreement, or to you at the email address you provide to us.
13. ENTIRE AGREEMENT
13.1 This Agreement sets out the entire understanding and agreement between the Parties in relation to the subject matter of this Agreement. Each Party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty made by or on behalf of any other party unless expressly set out in this Agreement.
13.2 If there is any conflict between any term in the Service Agreement and these Terms and Conditions, the Service Agreement will apply.
14 .CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
14.1 No other person who is not a party to this Agreement will have any rights, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise, to enforce any terms of this Agreement.
15 .GOVERNING LAW AND JURISDICTION
15.1 This Agreement is governed by, and is to be construed in accordance with, English law.
15.2 Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the English courts, and the Parties submit to the exclusive jurisdiction of the English courts for these purposes.