TERMS & CONDITIONS

CLIENTS ON AUTOMATION LIMITED – HEALED: THE TRANSFORMATIONAL COACHING RETREAT

Terms and Conditions

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1. INTERPRETATION

In these Terms and Conditions, the following definitions apply: 

Clients on Automation: a company with its registered office located at 10-12 Barnes High Street, Barnes, London, SW13 9LW. 
Client: the person or company purchasing the Event from Clients on Automation. 
Commencement Date: the date that Clients on Automation commences provision of the Event or Event Materials to the Client in accordance with clause 4 below. 
Conditions: terms and conditions as amended from time to time in accordance with clause 14.
Contract: the contract between Clients on Automation and the Client for the supply of the Event and Event Materials comprising of the Order and these Conditions. 
Event: Healed: The Transformational Coaching Retreat.
Fees: the fees payable by the Client for the supply of the Event in accordance with clause 4. 
Event Materials means those created and provided to the Client in advance of, preparation for, and attendance at the Event including but not limited to any course schedule, notes, plans, recordings, videos, media and other recorded information (by whatever means in respect of the Event). 
Order: the Client’s order for the Event (and any consequent Event Materials) as set out in the Order Form. 
Order Form: Clients on Automation’s form which can be completed online, over the phone or in person which sets out the Fees and which incorporates these Conditions. 
Privacy Policy means the policy (as updated from time to time) which can be found on the Clients on Automation Website at www.clientsonautomation.com/privacy_policy identifying certain respective rights and obligations in respect of the personal data and privacy under the Contract. 
Authorised Affiliates means, in respect of the Event and Event Materials, the Affiliates of the Client (if any) in respect of that Event and those Event Materials. 
Authorised Users means, in respect of the Event and Event Materials, the users authorised by the Client to attend the Event and use the Event Materials in accordance with the Contract. 
Protected Data means the information and data referred to in the Privacy Policy.

2. BASICS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks 
to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
 
2.2 Any sample materials, descriptive matter or advertising issued by Clients on Automation, and 
any descriptions of illustrations contained in Clients on Automation’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Event or Event Materials as offered by Clients on Automation. They will not form part of the Contract or have any contractual force. Clients on Automation is under a legal duty to supply goods that are in conformity with the Contract.

2.3 Clients on Automation has the right to make any changes or alterations to the nature, scope
and content of the Event or Event Materials, without notice or liability to the Client, at any time, provided these do not affect the nature of the Event or the Event Materials (including but not limited to: trainers and teachers, number of days, session lengths, session frequency, session type, session location, training type, training location, venue location, coach allocated and content). 

2.4 Clients on Automation will supply the Event and the Event Materials to the Client and Clients 
on Automation warrants to the Client that such Event and Event Materials have been prepared using reasonable care and skill. Clients on Automation provides no guarantee that the Event or Event Materials will provide any results for the Client. 

2.5 Clients on Automation will use reasonable endeavours to meet any dates in relation to 
supporting the Event and/or the Event Materials (including but not limited to the date of the Event) but any such dates will be provisional only and may be subject to change at the discretion on Clients on Automation, with no liability attaching to Clients on Automation in respect of such changes. 

2.6 The Client shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all 
times comply with all applicable laws relating to the use or receipt of the Event and Event Materials, including laws relating to privacy, data protection and use of systems and communications. 

3. CLIENT’S OBLIGATIONS

3.1 The Client will: (a) ensure that all information given by the Client to Clients on Automation is  
complete and accurate; (b) co-operate with Clients on Automation to the best of their ability in all matters relating to the Event and Event Materials; (c) pay the Fees strictly in accordance with the payment schedule set out in the Order or as otherwise confirmed in writing or over the phone by Clients on Automation; (d) not use the Event or the Event Materials or any content, data or information derived from the Client’s attendance at the Event or use of the Event Materials for any purpose other than that which has been expressly authorised under the Contract; (e) not use the Event or Event Materials for any unlawful purpose; and (f) permit Clients on Automation to include information of video footage on its website highlighting any benefits which the Client’s business has obtained from the Event and Event Materials and in this regard, the Client hereby grants to Clients on Automation a royalty-free, non-exclusive perpetual licence to use any intellectual property rights of the Client for this purpose. 

3.2 The Client, for itself and as trustee for any of its directors, employees, agents, Authorised 
Affiliates, Authorised Users or similar, undertakes to observe the obligations set out in clauses 3.1 to 3.5 (inclusive) and shall fully indemnify Clients on Automation from and against all loss, damage, costs and claims arising from its failure to adhere to those provisions or otherwise to fulfil its obligations under the Contract specifically in relation to any breach of Clauses 9,10 and 11 of the Contract. 

3.3 The Client is prohibited from transmitting on or through any of Clients on Automation’s
platforms or servers, including but not limited to social media platforms, any material that is (in Clients on Automation’s sole discretion) unlawful, obscene, threatening, abusive, libellous, hateful, that encourages conduct which could constitute a criminal offence, that gives rise to civil liability, that otherwise violates any national or international law, or that involves the transmission of any pornographic or sex-related merchandise or data.

3.4 The Client shall (and shall ensure all Authorised Affiliates, Authorised Users or similar shall) 
at all times comply with all applicable laws relating to attendance of the Event or use or receipt 
of the Event Materials, including laws relating to privacy, data protection and use of systems and communications. 

3.5 The Client expressly warrants that they will not engage in any act during the Event which would 
be unlawful, obscene, threatening, abusive, libellous, hateful, that encourages conduct which could constitute a criminal offence, that gives rise to civil liability, that otherwise violates any national or international law, or that involves the transmission of any pornographic or sex-related merchandise or data. The Client accepts that should they engage in such behaviour, Clients on Automation retain the right to remove the Client immediately from the Event and the venue location, without refund or liability to the Client under the Contract.   

4. FEES AND PAYMENT

4.1 The Fees for the Event (inclusive of the Event Materials) are detailed in the Order or any 
agreement made in writing between Clients on Automation and the Client.

4.2 The Fees will be paid in full in accordance with the Order, written confirmation from 
Clients on Automation, or any agreement made over the phone or with a finance company in 
accordance with payment for the Event. 

4.3 All payments due to Clients on Automation under the Contract shall be made in full without any
deduction, set-off, or any withholding. The Client will not be entitled to assert any credit, set off or counterclaim against Clients on Automation against any sum(s) owed. 

4.4 In relation to payment by instalments/a payment plan, payment shall be made monthly on the
same calendar day as the date of the Order or as otherwise agreed in writing or over the phone between Clients on Automation and the Client. 

4.5 The Fees will remain payable by the Client notwithstanding any decision to not attend the 
Event and even if the Client does not complete, access, attend or use the entire Event. 

4.6 Clients on Automation shall be entitled to continue processing payments for any monies
outstanding using any of the Client’s debit or credit card details previously confirmed to Clients on Automation. 

4.7 In the event of any payment due to Clients on Automation becoming overdue and unpaid for 
more than 20 (twenty) days, Clients on Automation may, at its discretion, suspend or withdraw the provision of the Event Materials or withhold access to the Event, without prejudice to any of its other rights as to termination.

4.8 In the event of any payment due to Clients on Automation becoming overdue and unpaid for 
more than 20 (twenty) days, Clients on Automation reserve their right to charge interest on the unpaid amount at a rate of 4% above the Bank of England’s base rate from time to time in force. 

4.9 Save as to the cooling off period set out at clause 5, the Contract is non-cancellable and 
payment will be due by the Client regardless of whether the Event Materials are used or whether the Event is attended or in the event that it is postponed as a result of circumstances beyond Clients on Automation’s control. 

4.10 The Client acknowledges that they have signed or agreed to the Order through their own 
choice without coercion or any lawful tactics from Clients on Automation and are fully responsible for their own decisions.

4.11 Clients on Automation reserves the right to instruct third party legal representation should the 
Client fail to make payment in accordance with these Conditions.



5. COOLING OFF AND RIGHT TO CANCEL

5.1 The Client has a limited period, referred to as ‘cooling off period’, in which they may change
their mind and cancel their contract with Clients on Automation. 

5.2 The cooling off period will begin from the date of the Order and continue for up to 14 days.

5.3 The Client must give written notice of their cancellation to Clients on Automation within the 14 
day cooling off period.

5.4 The Client must supply written notice of the request to cancel by email to
coacoaching@championacademy.co.uk.

5.5 If the Client exercises their right to cancel, the client’s access to the Event and Event Materials 
will be terminated. 

5.6 If the Client does not request a refund within the cooling off period, the Client is required to
complete all remaining payments. No refunds shall be made outside of the cooling-off period under any circumstances, subject to Client on Automation’s sole discretion.

6. TERMINATION

6.1 Without affecting any other right or remedy available to it, either party may terminate the 
Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so; or
(b) the other party takes or has taken against it (other than in relation to a solvent restricting) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to the Court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the registrar of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 6.1(b); or
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
(d) the other party (being an individual) dies or, by reason of illness or incapacity (whether physical or mental) is incapable of managing their own affairs or becomes a patient under any mental health legislation. 

6.2 Without affecting any other right or remedy available to it, Clients on Automation may terminate 
the Contract with immediate effect by giving written notice to the other party if the other party fails to pay an amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. 

6.3 Subject to Clauses 6.1 and 6.2 above, the Contract shall terminate once the Event has taken 
place, save for the provisions of Clause 11 below which shall continue in full force post-termination as set out therein.

7. LIMITATION OF LIABILITY

7.1 References to liability in this Clause 7 include every kind of liability arising under or in 
connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

7.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect 
of any liability arising from its deliberate default. 

7.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 

7.4 Subject to Clauses 7.2 and 7.3 above:

(a) Clients on Automation’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap. 
(b) In this Clause 7.4:
(i) The cap is 100% of the total charges in the contract year in which the breaches occurred;
(ii) A contract year means a 12 month period commencing with the date of this agreement or any anniversary of it; and
(iii) The total charges means all sums paid by the Client and all sums payable under the Contract in respect of the Event actually supplied by Clients on Automation, whether or not invoiced to the Client. 

7.5 Subject to Clauses 7.2 and 7.3 above, the following types of loss are wholly excluded:

(a) Loss of profits;
(b) Loss of sales or business;
(c) Loss of agreements or contracts;
(d) Loss of anticipated savings;
(e) Loss of use or corruption of software, data or information; 
(f) Loss of or damage to goodwill;
(g) Indirect or consequential loss      

7.6 Clients on Automation has given commitments as to compliance of the Event and/or Event 
Materials with relevant specifications and the use of reasonable care and skill in Clause 2.4. In view of these commitments, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement. 

7.7 Unless the Client notifies Clients on Automation that it intends to make a claim in respect of an 
event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make the claim became, or ought to have reasonably become aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for claim in reasonable detail.

8. NON-COMPETE

8.1 The Client undertakes not to compete or seek to compete, either directly or indirectly or in any other capacity whatsoever, with the business of Clients on Automation or in the provision of events event materials that are directly competitive with any aspect or part of the Event and/or Event Materials, resulting in actual or anticipated loss to Clients on Automation, to include as to its reputation. 

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property rights in, arising out of, or in connection with, the Event and Event 
Materials will be owned by Client on Automation. Clients on Automation grants the Client a revocable, non-exclusive royalty-free licence to use such rights only to the extent necessary to allow the Client to benefit from the Event and the Event Materials but not further or otherwise and no other rights or licences are granted. Any such rights arising from the Client’s use of the Event and the Event Materials shall accrue to Clients on Automation and the Client shall be deemed to have assigned any such rights to Clients on Automation, with Clients on Automation authorised to act as its agent to execute any such transfer or other documents giving effect to the same. 

9.2 The Client hereby warrants that it shall not use the Event or the Event Materials for any other 
purpose as authorised to do so by Clients on Automation without prior written permission from Clients on Automation (including but not limited to: copying, reproducing, otherwise duplicating, distributing, lending or otherwise transferring in any form, selling, assisting, dealing) or to act in any way in contradiction to the provisions of Clause 11 set out below. 

10. DATA AND INFORMATION

10.1 Protected Data shall, at all material times, remain the property of the Client or its 
licensor.

10.2 Except to the extent Clients on Automation has direct obligations under data protection 
and other applicable laws, the Client acknowledges that Clients on Automation has no control 
over Protected Data hosted as part of the provision of the Event and Event Materials and may not actively monitor or have access to the content of Protected Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of Protected Data and non-personal data and that its use (including use in connection with the Event Materials) complies with all applicable laws.

10.3 If Clients on Automation becomes aware of any allegation that Protected Data or non-
personal data may not comply with the Contract, Clients on Automation shall have the right to permanently delete or otherwise remove or suspend access to any Protected Data or non-personal data which is suspected of being in breach and/or disclose Protected Data or non-personal data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful, Clients on Automation shall notify the Client before taking such action. 

10.4 Clients on Automation shall have the right to suspend the Event and Event Materials at any 
time, and for any reason, without notice. The Client accepts and acknowledges that the Event and Event Materials can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar circumstances. If such a suspension or withdrawal is to last more than 30 days, the Client will be notified as to the reason. 

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time, and for a period of two years after 
termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 11.2. 

11.2 Each party may disclose the other party’s confidential information:

(a) To its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 2; and
(b) as may be required by law, a court of competent jurisdiction or any government or regulatory authority. 

11.3 No party shall use any other party’s confidential information for any purpose other than to 
exercise its rights and perform its obligations under or in connection with the Contract.

11.4 The Client undertakes that it shall not at any time disclose to any person the Event Materials 
or any information concerning or Event Materials except as permitted under Clause 11.2 or as 
permitted to do so in performance of its obligations under the Contract. 

12. WARRANTIES

Clients on Automation gives no warranties of any kind, whether express or implied, for the Event or Event Materials it provides under the Contract. Clients on Automation also disclaims any warranty of merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, mis-deliveries, or interruptions to the Event or Event Materials caused by Clients on Automation’s negligence or the Client’s errors or omissions. Use of any information obtained via Clients on Automation is at the Client’s own risk. Clients on Automation makes no warranty, whether express or implied, as to the accuracy of quality of information obtained through the Event or Event Materials.

13 ASSIGNMENT AND OTHER DEALINGS 

The Client will not, without the prior written consent of Clients on Automation, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. For the avoidance of doubt, the Client will not share the Event and/or Event Materials or any content, data or information derived from the Client’s use of the Event and Event Materials with any third party without the prior written consent of Clients on Automation, which may be withheld. 

14 WAIVER

A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. 

15 VARIATION

Except as set out in these Conditions, any variation including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing between Clients on Automation and the Client. 

16 FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6-months, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party. 

17 COMPLAINTS

17.1 Clients On Automation is committed to providing high quality Events and Event Materials.

17.2 Clients On Automation has a written complaints procedure in place to ensure that all complaints are handled fairly and promptly. A copy of Clients On Automation’s complaints procedure can obtained on request by emailing info@championacademcy.co.uk.  

18 GENERAL

18.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint 
venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

18.2 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 
1999 to enforce any terms of the Contract. 

18.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, 
it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

18.4 Any notice, save for the service of any proceedings or other documents in any legal action, 
given to Clients on Automation under or in connection with the contract shall be in writing and shall be:

(a) Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(b) Sent by email to the following address (or an address substituted in writing by the party to be served) – info@championacademy.co.uk. 

18.5 Any notice shall be deemed to have been received:

(a) If delivered by hand, at the time the notice is left at the proper address; or
(b) If sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second business day after posting; or
(c) If sent by email, at the time or transmission, or, if this time falls outside of business hours (9:00am-17:00pm), when these hours resume. 

19. ENTIRE AGREEMENT

19.1 The Contract constitutes the entire agreement between the parties. 

19.2 Each party acknowledges that in entering into the agreement, it does not rely on any statement, 
representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

20. APPLICABLE LAW & JURISDICTION

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

20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive 
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, or its subject matter or formation.