I agree to the Terms & Conditions

GROUP PROGRAMME AGREEMENT

This Agreement is entered into by and between:

CHEER UP MARKETING LTD, of Office 4, The Old Bank, 2 Nottingham Road, Daybrook, Nottingham. NG5 6JQ (“The Supplier” “I”); and

“Client” “You” (each being a party or collectively parties).

IT IS AGREED as follows:

Services

I agree to provide the following services to you from your purchase date (the Services Start Date) in accordance with the terms of this Agreement (the “Agreement”) and you agree to the engagement as set out below:

3 months access to monthly implementation calls on Zoom (the “Sessions”);

2 years "Lifetime" access to programme members area and session recordings and workbooks (the “Materials”)

Commencement and Term

The Agreement shall commence on the Commencement Date and shall continue for 3 months whereby it will automatically terminate in accordance with this clause, or earlier via clause 10 (Termination) (the “Term”).

Charges and Payment

If you fail to make any payment due to me under the Agreement, without limiting my remedies under clause 10 (Termination):

You shall pay interest on the overdue sum from the day after the Due Date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

I may suspend the provision of all Services until payment has been made in full.

Your Obligations

You acknowledge that the Services are being provided for training purposes only and that it is your responsibility to incorporate and implement any information and methods provided into your business.

You understand that in order to enhance the Services, you agree to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the Sessions.

You are solely responsible for implementing your own decisions, choices, actions and results arising out of or resulting from the Services into your business. As such, you agree that I am not and will not be held liable or responsible for any actions or inaction, or for any direct or indirect result of any of the Services provided by me.

Procedure for the Sessions

The Sessions will be delivered online via Zoom. This may be subject to change at my discretion.

The Session recordings will be accessed via the programme members area.


Data Protection

The parties shall comply with their data protection obligations under Data Protection legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection legislation. In this clause Applicable Laws means the law of the European Union and/or Domestic UK law; and Domestic UK Law means the UK Data Protection legislation and any other law that applies in the UK.

The parties acknowledge that for the purposes of Data Protection legislation, you are the Data Controller and I am the Data Processor.

You acknowledge and agree that I am permitted to hold and process personal data that you submit to me, from time to time, as part of my business records during the course of our relationship, and may use such information in the course of my business.

My Privacy Policy outlines my obligations and responsibilities in respect of your personal data, the policy can be found here https://www.cheerupmarketing.com/privacy-policy.

CHARGES AND PAYMENT

In consideration of the provision of the Services by the Supplier, the Client shall pay the Charges.

The Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

The Supplier may suspend all or part of the Services until payment has been made in full.



Intellectual Property

I shall retain ownership of all Intellectual Property Rights in any Materials provided to you. You shall retain ownership of all Intellectual Property Rights in any materials you provide to me.

I grant you a license to use the Materials provided to you for reasonable personal use within your business only. You shall not use, reproduce or sell any of the Materials, in part or in whole, for any commercial purpose or use.

You shall not download or retain a copy of the Materials without my consent.

Limitation of liability

The parties’ total liability for all loss or damage shall not exceed the value of the Agreement.

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

Nothing in this clause shall limit your payment obligations under the Agreement.

Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
Death or personal injury caused by negligence; and
Fraud or fraudulent misrepresentation.


Termination

Subject to clause 2.1. I may terminate this Agreement at any time with 2 weeks’ written notice. You may terminate this Agreement prior to the Services Start Date with 3 days’ written notice.

I may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under the Agreement on the Due Date.

[Subject to clause 2.1, in the event of termination of the Agreement in accordance with this clause 10, any payments made by you may be non-refundable.]

On termination of the Agreement for whatever reason:

You shall pay immediately to me all outstanding unpaid invoices and interest, and in respect of Services supplied but for which no invoice has been submitted, I may submit an invoice, which is payable immediately on receipt;
Your membership and access to Materials will be revoked;
The licence granted in clause 8.2 shall be revoked unless the parties agree otherwise.

Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

Assignment and other dealings

The parties shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of their rights and obligations under the Agreement without prior written consent of the parties.

Confidentiality

Each party undertakes that it shall not at any time during the Agreement, disclose to any person any information in whatever form relating to the parties’ business, clients, customers, products, affairs and finances, which the parties disclose to each other, whether or not such information (if in anything other than oral form) is marked confidential (“Confidential Information”), except as permitted by clause 13.2.

Each party may disclose the other party’s Confidential Information:

To its employees, officers, representatives, contractors, subcontractors or advisors who need to know such information for the purposes of carrying out the party’s obligations under the Agreement and ensure they comply with this clause;
For use in my marketing materials, website and social media with your prior consent;
Where the information was publicly available or known prior to being disclosed;
Where the information comes to the attention of the non-disclosing party independently of the Agreement; and
As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use Confidential Information for any purpose other than to perform its obligations under this Agreement.

Entire agreement

The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties.

Severance

If any clause or sub-clause of the Agreement is or becomes invalid, illegal or unenforceable it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or deleted. It shall not affect the validity and enforceability of the rest of the Agreement.

Notices

Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be sent by email to the addresses:

kelly@cheerupmarketing.com
your email address submitted upon purchase

Third party rights

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


Governing law

The Agreement, 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.

This Agreement has been entered into on the date of purchase.