Terms of Use

TERMS of Sale of ONLINE CONTENT COMPRISING STAFF TRAINING SERVICES (B2B)

BACKGROUND:

These Terms of Sale set out the terms and conditions on which Paid Content, accessed via Subscriptions, is sold by Us to business clients through this website (“Our Site”).
Terms and information that are specific to accessing sessions of Paid Content presented by a Trainer from or via Our Site using the thinkific platform are set out in the attachment below for ease of reference but they will have the same effect as if set out in these Terms of Sale.
Before You can purchase any Subscription, You will first have to set up an Account. You will not be able to open an Account, purchase a Subscription or access Paid Content through Our Site unless, as part of the process of setting up an Account, You first accept and agree to comply with and be bound by these Terms of Sale and the attachment.
These Terms of Sale, as well as any and all Contracts, are in the English language only.
These Terms of Sale apply only to the sale of Paid Content; the terms governing use of Our Site are separate and are set out on Our Site under the heading “Website Terms of Use”.

Definitions and Interpretation

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Account”	means the account, referred to in Sub-Clause 7.1, that You must set up in order to purchase any Subscription;
“Background Items”	means additional resources (background and other information or material) forming part of, or complementary to, the training, instruction, consultation, or information sessions to be provided to You, all of which resources are downloadable or viewable as text/graphics;
“Contract”	means a contract between Us and You for the purchase of a Subscription for You to access any Paid Content, as explained in Clause 7;
“Data Protection Legislation”	means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Paid Content”	means any session of training, instruction, teaching, mentoring, consulting, information, or advice or guidance; or consultation session concerning Your requirements for training, instruction, teaching, mentoring, consulting, information, or advice or guidance; or any related materials or other information which We offer, comprising any content (including text, graphics, images, audio, video and other content) sold by Us through Our Site and made available by Us Paid Content will be more fully described in other information that We give or make available to You before You order a Subscription. That information may include the name of any Trainer presenting any content on Our behalf but whether it does or does not do so, We may, if so We decide in Our discretion, at any time and without notice substitute any other Trainer(s) who is suitably qualified and experienced;
“Subscription”	means a subscription to Our Site purchased by You which provides You with access to Paid Content which comprises: one or more specific single events or items; and/or one or more series or collections of two or more specific events or items; and/or one or more or all types of events or items available on or via Our Site; and/or the Background Items. We will give You information about the period of access to (a), (b) and (c) before You purchase the Subscription which will include the information described in Sub-Clause 7.4.5.
“Subscription Confirmation”	means Our acceptance and confirmation of Your purchase of a Subscription;
“Subscription ID”	means the reference number for Your Subscription;
“Trainer”	means the trainer, instructor, teacher, coach, mentor, counsellor or other individual who interacts with You;
“We/Us/Our”	means Cielo Energy Ltd a company registered in England under 11992760, and
“You”	means the business client which sets up an Account and purchases Subscriptions and accesses and uses any Paid Content, and where You purchase any Paid Content so that You can allow access to it and use of it by any members of Your staff, it includes (subject to Sub-Clause 18.4) those members of staff as and where the context permits.

Contacting Us
1. If You wish to contact Us with general questions, You may contact Us by by email at [email protected]
2. For matters relating to Paid Content or Your Subscription or Account, please contact Us by email at [email protected]
  1. To make a complaint, see Clause 14.
  2. Access to Our Site is free of charge.
  3. It is Your responsibility to make any and all arrangements necessary in order to access Our Site.
  4. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to You in any way if Our Site (or any part of it) is unavailable at any time and for any period.
  5. Use of Our Site is subject to Our Website Terms of Use. Please ensure that You have read them carefully and that You understand them.

5.1 These Terms of Sale and the attachment apply to business clients only. These Terms of Sale do not apply to individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

These Terms of Sale constitute the entire agreement between Us and You with respect to Your purchase of Subscriptions and Paid Content from Us. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

Subscriptions, Paid Content, Pricing and Availability
1. We may from time to time change Our prices. Changes in price will not affect any Subscription that You have already purchased but will apply to any subsequent renewal or new Subscription. We will inform You of any change in price at least 5 days before the change is due to take effect. If You do not agree to such a change, You may cancel the Contract as described in Sub-Clause 12.1.
2. Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect Your use of that Paid Content. However, if any change is made that would affect Your use of the Paid Content, suitable information will be provided to You.
3. In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform You at least 5 days before the changes are due to take effect. If You do not agree to the changes, You may cancel the Contract as described in Sub-Clause 12.1.
4. Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to You before You purchased Your Subscription for access to the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.
5. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order for a Subscription that You have already placed (please note Sub-Clause 6.9 regarding VAT, however).
6. If We discover an error in the price or description of Your Subscription after Your order is processed, We will inform You immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform You of such an error and You do wish to cancel the Contract, please refer to Sub-Clause 12.4.
7. If the price of a Subscription that You have ordered changes between Your order being placed and Us processing that order and taking payment, You will be charged the price shown on Our Site at the time of placing Your order. Subsequent Subscriptions [and renewals] will be charged at the new price.
8. Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between Your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
Orders – How Contracts Are Formed
1. Our Site will guide You through the process of setting up an Account and purchasing a Subscription. (Please also see the attachment below as to setting up an Account.) Before completing Your purchase of a Subscription, You will be given the opportunity to review Your order for the Subscription and amend it. Please ensure that You have checked Your order carefully before submitting it.
2. If, during the order process, You provide Us with incorrect or incomplete information (including any incorrect or incomplete information about You or the type of Paid Content that You require) please contact Us as soon as possible. If We are unable to process Your order due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from You providing incorrect or incomplete information.
3. No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending You a Subscription Confirmation by email. Only once We have sent You a Subscription Confirmation will there be a legally binding Contract between Us and You.
4. Subscription Confirmations shall contain the following information:
  1. Your Subscription ID;
  2. Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;
  3. Fully itemised pricing for Your Subscription including, where appropriate, taxes, and other additional charges;
  4. The duration of Your Subscription (including the start date, and the expiry);
  5. In relation to any video (live or recorded) event, item, series, collection or type/s of events or items constituting the Paid Content, the period during which it can be accessed which will be either (a) the whole period of the Subscription; (b) or a specific period commencing on a stated date that is shorter than that whole period; and

In the unlikely event that We do not accept or cannot fulfil Your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to You.
Any refunds due under this Clause 6 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
Refunds under this Clause 6 will be made using the same payment method that You used when purchasing Your Subscription.

Payment for Subscriptions
1. Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process Your order and send You a Subscription Confirmation or on each renewal date.

If You do not make any payment due to Us on time, We will suspend Your access to the Paid Content. For more information, please refer to Sub-Clause 8.5. If You do not make payment within 2 days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.
If You believe that We have charged You an incorrect amount, please contact Us at [email protected] as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

Provision of Paid Content
1. We undertake to make available to You on these Terms of Sale the Paid Content for which You subscribe but if You choose not to access or make any permitted use of some or all of that Paid Content or, for any reason not attributable to Us, You are unable to do so, You will not be entitled to any refund.
2. Paid Content appropriate to Your Subscription will be available to You immediately from when We send You a Subscription Confirmation for the duration of Your Subscription, including any renewals, or until the Contract is otherwise ended, on and subject to the following:

9.2.1 An item of Paid Content requested will be available when stated in the information that We provide about it before You place Your order, either (a) if it is a livestream item, the time and date when it is scheduled to be available and to start; or (b) if it is a pre-recorded or other non-streamed item, the period within which it is or will be available for access.

If an item of Paid Content is a livestream item, We will use reasonable endeavours to make it available and start it at the time it is scheduled to start, but the start may be delayed either by overrun of a previous livestream item available to You and/or others or by other circumstances. We will not be liable for any such delay.
1. In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
  1. To fix technical problems or to make necessary minor technical changes as described above in Sub-Clause 6.2;
  2. To update the Paid Content to comply with relevant changes in the law or other regulatory requirements as described above in Sub-Clause 6.2;
  3. To make more significant changes to the Paid Content, as described above in Sub-Clause 6.3.
2. If We need to suspend availability of the Paid Content for any of the reasons set out in Sub-Clause 9.3, We will inform You in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform You as soon as reasonably possible after suspension).
3. We may suspend provision of the Paid Content as follows if We do not receive payment on time from You. We will inform You of the non-payment on the due date, however if You do not make payment within 5 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from You. If We do suspend provision of the Paid Content, We will inform You of the suspension. You will not be charged for any Paid Content while provision is suspended.

10.1 We will own (and retain) all intellectual property rights (at all times throughout the world) in all Paid Content but when You purchase a Subscription to access Paid Content We will grant You a limited, non-exclusive, non-transferable, non-sublicensable licence for You to access, participate in and use the relevant Paid Content. The licence granted does not give You any rights in Our Paid Content (including any material that We may licence from third parties).

The licence granted under Sub-Clause 10.1 includes the following usage permissions: it may only be used by You, and should not be used by any other person.

10.3 The licence granted under Sub-Clause 10.1 is subject to the following usage restrictions:

You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’); [and]

10.3.2 You may not use any two way livestream facility which is or is part of a Paid Content item or event to communicate or make accessible to any other person accessing or participating in that item or event anything (by voice, text, image or otherwise) except for a query about or contribution to that item or event which is proper having regard to the content of that item or event; [and]

10.3.3 All Subscriptions are personal to the person entering into the Subscription. You may use the log in details for your personal use only. If any other person is found to be using your details you will be liable for another Subscription payment.

Ending Your Subscription
1. You may cancel Your Subscription at any time. However, We cannot offer any refunds and You will continue to have access to the Paid Content for the remainder of Your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
Ending the Contract Because of Something We Have Done (or Will Do)
1. You may end the Contract at any time if We have informed You of a forthcoming change to Your Subscription or the Paid Content or these Terms of Sale that You do not agree to. If the change is set to take effect or apply to You before the end of Your current Subscription, We will issue You with a pro-rata refund. If the change will not take effect or apply to You until the expiry of Your current Subscription, the Contract will end at the end of that Subscription period and You will continue to have access to the Paid Content until that date.
2. If We have suspended availability of the Paid Content for more than 14 days, or We have informed You that We are going to suspend availability for more than 14 days, You may end the Contract immediately, as described in Sub-Clause 9.4. If You end the Contract for this reason, We will issue You with a pro-rata refund.
3. If You wish to exercise Your right to cancel under this Clause 11, You may inform Us of Your cancellation in any way You wish,

Our Liability
1. Subject to Sub-Clause 12.3, We will not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity or loss of anticipated savings, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us, or in relation to any content provided by us.
2. Subject to Sub-Clause 12.3, Our total liability to You for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 50% of the total sums paid by You.
3. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or Sub-contractors), for fraud or fraudulent misrepresentation, or for any other matter in respect of which liability cannot be excluded or restricted by law.
Events Outside of Our Control (Force Majeure)
1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other similar or dissimilar event or circumstance that is beyond Our reasonable control.

Communication and Contact Details
1. If You wish to contact Us with general questions or complaints, You may contact Us by by email at [email protected].
2. For matters relating the Paid Content or Your Subscription, please contact Us by email at [email protected].
3. For matters relating to cancellations, please contact Us by email at [email protected].
Complaints and Feedback
1. We always welcome feedback from Our clients and, whilst We always use all reasonable endeavours to ensure that Your experience as a client of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.
2. If You wish to give Us feedback about any aspect of Your dealings with Us, please contact Us in one of the following ways:

16.3.1[By email, addressed to [email protected]

How We Use Your Personal Information (Data Protection)
1. All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.
2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them please contact us.

18 Other Important Terms

18.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.

18.2 You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission. We may not permit the assignment if we believe additional Subscription should be purchased.

18.3 The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

18.4. Without prejudice to the generality of Sub-Clause 18.3, where any member of Your staff accesses or uses any Paid Content pursuant to a Subscription purchased by You, no contractual relationship will arise between Us and that member of staff, You and that member of staff will not be deemed to be an agent of the other in connection with Your Subscription, and We will have no responsibility or liability to that member of staff for any Paid Content that they access or use or that We provide or fail to provide.

18.5 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

18.6 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

18.7 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to Your Subscription, We will give You reasonable advance notice of the changes and provide details of how to cancel if You are not happy with them (also see Sub-Clause 12.1 above).

19 Law and Jurisdiction

19.1 These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

19.2 Any disputes concerning these Terms of Sale, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.