The Results Academy RESULTS Coaching Programme Terms and Conditions 1 Definitions 1.1.1 "Client" means any person subscribing to the Lead Generation RESULTS Coaching programme 1.1.2 "Period" & "Duration" will be deemed 8 x 1hr weekly sessions over a period of 8 weeks. 1.1.3 "Services" means the various services on offer at theresultsacademy.com which include, but are not limited to the 8 week results coaching programme 1.1.4 "Web Site" means a group of interlinked web pages located on the World Wide Web at the URL of www.theresultsacademy.com, www.ultimatelistbuilder.net or www.mywebsitementor.com 1.1.5 "products" means the various products offered under the The Results Academy brand, which include, but are not limited to, the 3 Minute Marketing Audit, Results Coaching Program, and the home study course called The The Results Academy. 1.2 The headings in this Agreement are inserted for convenience only and shall not affect their construction. 1.3 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa, reference to any gender shall include all other genders and references to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality. References to the word "include" or "including" are to be construed without limitation. 1.4 References to clauses and sub-clauses are to the clauses and sub-clauses of this Agreement unless otherwise specified. 2 The Results Academy Obligations 2.1 In consideration of the obligations undertaken herein by the Client, and the payment of the Client fee as detailed in this Agreement, The Results Academy hereby agrees and undertakes with the Client, subject always to the provisions of this Agreement, to: 2.1.2 provide the product & Services requested to the Client during the continuance of this Agreemenf or the "duration" of the provision of the service; 2.1.3 charge the Client the Fees in accordance with the terms of this Agreement, and are clearly displayed on the www.leadgenerationmba.com/services.htm page of the the website. 2.4 The Results Academy may make such improvements and amendments to the Web Site, products, services or pricing as it considers necessary from time to time. 3 Client obligations 3.1 The Client warrants that: 3.1.1 it will at all times comply with all the terms of this Agreement; 3.1.2 it will at all times use the products and services provided by The Results Academy in a manner consistent with their purpose and complete all exercises and assignments as made available to the Client; 3.1.3 comply with all statutes, byelaws, regulations and requirements of any government or other competent authority relating to the Site and obtain all necessary licences and consents required in relation thereto; 3.1.4 it will at all times keep confidential the content of the course and 3.1.5 it will at all times meet all payment obligations specified in this Agreement. 4 Invoicing procedure 4.1 It is specifically agreed that all invoices issued by The Results Academy will be issued by email to an email address provided by the Client or by royal mail as The Results Academy may choose. 4.2 The Results Academy reserves the right to send invoices in the future by alternative methods provided that at least one week's prior notice is given. 5 Fees & Refunds 5.1 The Client will pay for all Goods & Services prior to any being provided. 5.2 The fees in respect of each good or service are those notified to the Client as amended from time to time. In the event that no notification of fees is made to the Client, the fees that shall apply will be those that equate to the current price list available at www.leadgenerationmba.com/services.htm on the web site or by any other means chosen by Lead Generation MBA. 5.3 In the event that the Client elects to pay on a monthly basis for any Good or Service the Client will provide valid and current credit card details, paypal account details, or bank details and hereby authorises The Results Academy to deduct the relevant sums related to the Service from the Client's credit card or paypal account each month or bank account by direct debit or standing order without notice until cancellation in accordance with the terms of this Agreement has been given. 5.4. In the event that a client who has paid the full purchase price for a product or service wishes a refund during or prior to the end of the first session, the client will receive a prompt, refund upon satisfactory completion of all relevant exercises and assignments up to that point, and completed a refunds questionnaire. 5.5 Due to the nature of the intellectual property and the marketing advice involved, No refunds or cancellations will be permitted after Session 1 of the course has commenced. 5.6 Notwithstanding the above, The Results Academy reserves the right to provide credit to the Client at its own absolute discretion either in respect of any individual transaction or in respect of all transactions. In this event, the Client warrants that payment of any outstanding invoice will be made within 7 days of issue of the invoice. 5.7 Failure to pay any sums by the due date will result in the Client being in default of this Agreement, and the terms of this Agreement relating to the Client being in default will apply. 5.8 The Results Academy reserves the right to charge interest at 5 per cent over the base rate from time to time of Royal Bank of Scotland plc on all sums overdue from the Client in accordance with the terms of this Agreement. 5.9 No refunds will be payable to the client for any lack of increase in sales of their products or services. 5.10 No refunds will be payable in the event that a client is unable to make the arranged coaching session, as an audio recording for each session is made available via the site. 6 Confidentiality 6.1 It is agreed between the parties that the content of the Goods & Services supplied by The Results Academy are confidential and sensitive. The Client warrants that: 6.1.1 it will under no circumstances disclose, share or distribute any part whatsoever of the content or operation of the Service to any competitor 6.1.2 it will not disclose, share or distribute any part whatsoever of the the content or operation of the Service to any other company that provides similar goods or services; 6.1.3 it will not disclose, share or distribute distribute any part whatsoever of the content or operation of the Service to any other party other than the client for whom the Service has been provided, or a prospective client for whom the Service is proposed to be provided, without the express written permission of The Results Academy; 6.1.4 it will procure that all of its employees and suppliers who are made aware of the Client's contractual arrangements with The Results Academy are subject to this confidentiality clause. 6.2 it will under no circumstance reproduce, distribute, sell or include any of the materials offered as part of the course in part or in whole, in training materials, publicity or promotional materials or website content or any form of the website, or documentation in any forms or by any means, electronic, mechanical, photocopying or otherwise, without the prior written consent of the author & The Results Academy 6.3 Materials, aids, and resources may be shared with the client during the provision of the service as a guide and to aid learning. They may not be copied "as is" or include words, phrases, source code or images from any of the copyrighted material provided by The Results Academy 6.4 Failure to comply with the above Confidentiality Clause in any respect will constitute an absolute default and the default provisions of this Agreement shall apply. In addition, The Results Academy reserves the right to seek redress in law for any breach of the above Confidentiality Clause. 6.5 Nothing in the above clauses should be seen to reduce The Results Academy right to legal recourse for damages as a result of a breach of this Confidentiality clause. 7 Default provisions 7.1 In the event that the Client is in default of any of the provisions of this Agreement, The Results Academy will serve notice on the Client in respect of such default. Notice will be deemed to be served by an email notification of such default to the email address that the Client has provided for the sending of invoices. In the event that the default can be remedied, such default must be remedied within 7 days of such notice being served. In the event that the Client fails to remedy such default within 7 days of notification Lead Generation MBA reserves the right, but is not obligated, to: 7.1.1 Terminate the Client account and prevent all future access to all features / services provided by The Results Academy; 7.1.2 discontinue all service forthwith; 7.1.3 take legal action for recovery of all sums due, plus interest and costs; 7.1.4 take legal action for any damages that may have been suffered by The Results Academy as a result of such default. 7.2 In the event that the default is not capable of remedy, or is an Absolute default, Lead Generation MBA reserves the right, but is not obligated, to carry out all or any of the above remedies forthwith. 8 Intellectual Property 8.1 All Intellectual Property used in connection with the online and offline materials produced by The Results Academy shall belong to The Results Academy and nothing in this Agreement shall give the Client any rights whatsoever in relation to any of the Intellectual Property owned by or licenced to The Results Academy or used in connection with the Site. 8.2 The Results Academy hereby grants to the Client and the Client accepts a limited, non-exclusive, revocable, non-transferable right during the Term to use, the "3 Minute Marketing Audit" & "The Results Academy" graphical logos and content provided by The Results Academy about the product, Service, solely for the purpose of assisting the marketing of their products and services and must not be reproduced or used in any training, consultancy or be includied in any product or service offering whatsoever. All other uses of the The Results Academy Marks, content, marketing materials, and associated documentation require the prior approval of The Results Academy. 9 Termination 9.1 Either party may by notice in writing to the other forthwith terminate this Agreement if the other shall: 9.1.1 commit any serious or persistent breach of its obligations hereunder and (in the case of a breach capable of remedy) fails within not less than seven days of receiving written notice so to do, to remedy the same; 9.1.2 pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect; 9.1.3 make any voluntary arrangement with its creditors or become subject to an administration order; 9.1.4 suffer the appointment of a receiver (whether administrative or otherwise) over the whole or any part of its assets and undertaking; 9.1.5 suffer any distraint upon its goods or permit the entry of any judgment against it which is not satisfied or appealed within 30 days; or 9.1.6 cease to carry on its business 9.1.7 if the client makes any false or exaggerated statements or claims, about the product, the author, the website, the business opportunity or The Results Academy 9.2 Either party may terminate this Agreement on giving 7 days written notice to the other. 9.3 Upon the termination or expiration of this Agreement for any reason: 9.3.1 the Client shall immediately pay to The Results Academy the full amount of all monies due under this Agreement; 9.3.2 The Results Academy shall disable the Client's Account, and withdraw any use of Lead Generation MBA's intellectual property. 9.3.3 the termination of this Agreement shall be without prejudice to the accrued rights of the parties and any provision hereof which relates to or governs the acts of the parties hereto subsequent to such termination shall remain in full force and effect and shall be enforceable notwithstanding such termination. 10 Application of standard terms and conditions to all transactions 10.1 In addition to the application of this Agreement to The Results Academy's relationship with the Client, The Results Academy's standard Terms and Conditions as detailed on the Web Site and as amended from time to time, shall apply to all transactions which the Client enters into with The Results Academy 10.2 It is the duty and obligation of the Client to acquaint themselves in full with Lead Generation MBA's standard Terms and Conditions and acceptance into any transaction with Lead Generation MBA expressly implies acceptance of these standard Terms and Conditions regardless of whether the Client has specifically agreed to these standard Terms and Conditions in respect of each transaction. 10.3 It is also the duty and obligation of the Client to protect the confidentiality of its user name and password for the purposes of accessing their Client Area, and all transactions entered into via this Client Area will be accepted by The Results Academy as valid transactions entered into by the Client de facto without any further recourse to the Client, and The Results Academy's standard Terms and Conditions will apply to that transaction forthwith 11 Renewals 11.1 The Client shall be solely responsible for the annual or monthly renewal of all transactions into which the Client has entered. Whilst The Results Academy may elect to provide a renewal system with automatic alerts to the Client, nevertheless Lead Generation MBA cannot be held responsible for the efficient operation of this renewal system and it is the duty of the Client to ensure that all transactions are renewed by their renewal date. 11.2 In the event that any transactions are not renewed by their renewal date, Lead Generation MBA reserves the right, but is not obligated, to contact directly the customer for whom that transaction was created to enquire about the reasons for non-renewal and to attempt to renew the customer directly with The Results Academy, and the Client will assist The Results Academy in this regard by providing all relevant information necessary. 12 Liability 12.1 Except as expressly warranted herein, the Services are provided on an "as is" basis and "as available" basis and neither party makes any warranties, either express or implied, with respect to its Web Site(s), the reliability, security, continuation or success thereof, the materials contained therein, the servers used or the goods or services offered by either party and each party expressly disclaims any warranties, express, implied or statutory, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. 12.2 The Results Coaching Programme is a coaching service (not a consultancy service) provided by The Results Academy. Results are generated and progress is made upon successful completion of the weekly exercises and assignments and successful application and implementation of the concepts, techniques, startegies, tactics and pricniples shared in each session/. In no event shall The Results Academy be liable to the client in contract, tort or otherwise for any loss of data, sales, revenue, profit, production, progress, anticipated savings or business opportunities or any type of indirect, economic or consequential loss even if that damage or loss was reasonably foreseeable or that the client had been advised of the possibility of such loss or damage arising. The Client agrees to indemnify The Results Academy and is solely responsible for the progress made from implementing and applying the marketing techniques, concepts, and ideas in their business - ( NOT The Results Academy) and for completion of all exercises and assignments prior to the commencement of the next session in the course. 12.3 Notwithstanding the generality of clause 12.2 The Results Academy shall not be liable for 12.3.1 any consequential or indirect loss suffered by the Client including without limit damage or corruption to the Site or other software or data or loss of profit, business, revenue, goodwill or anticipated savings; 12.3.2 the transmission or reception of information from or to the website; 12.3.3 the acts and omissions of telecommunications providers whose services and equipment are used in connection with the Site including without limit a failure of their equipment. 13 General provisions 13.1 It is recognised that the designated times for calls and appointments set by The Results Academy can change due to unforseen circumstances. It is agreed between the parties that The Results Academy will make reasonable effort to notify the client of any changes to predetermined calls or appointments. Notification may be sent/given by Phone, email, SMS or in person. It is further agreed that both parties will agree a mutually convenient time to reschedule the call/appointment if required. This does not constitute a claim for a refund. 13.2 Each party's Authorised Representative shall be responsible for maintaining relations with the other party. No variation of this Agreement shall be valid unless approved in writing by the Authorised Representatives of both parties 13.3 In the event of a change of Authorised Representative, it is the duty of each Party to notify the other and such notification should be made in writing on the Party's headed paper and signed by an officer of the Party. In the case of a corporate body, the officer must be a director of the company. In the case of a sole trader or partnership, the officer should be the Principal or Partner. 13.4 Each party represents and warrants that it has the right to enter into this Agreement, to grant the rights granted hereunder and that its entry into this Agreement does not and will not violate its obligations to any third party. In addition, each party represents and warrants that its signatory to this Agreement is duly authorized to bind it and that, upon execution by both parties, this Agreement shall be valid and binding upon it. The Client further represents and warrants that if it acts as an agent on behalf of customer end users, it is duly authorized to do so. 13.5 Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond its reasonable control. 13.6 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements in connection with the subject matter hereof. Nothing in this clause shall be taken to exclude liability for fraudulent misrepresentation. 13.7 All sums expressed to be payable hereunder are expressed exclusive of Value Added Tax which shall be payable in addition to such sums. 13.8 The Client shall not be entitled to assign this Agreement or any of its rights and obligations hereunder without the prior written consent of The Results Academy. The Client shall also be prohibited from reselling or redistributed training materials in any shape, manner or form, in whole or in part. 13.9 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties and for the avoidance of doubt neither party is entitled or authorised to contract on the others behalf. 13.10 Except as otherwise expressly stated herein, nothing in this Agreement confers any rights on any person (other than the parties hereto) pursuant to the Contracts (Rights of Third Parties) Act 1999. 13.11 This Agreement and all rights and obligations of the parties hereto shall be governed and construed in accordance with the Law of England and the parties hereto hereby submit to the jurisdiction of the English Courts. 14 Pricing 14.1 All pricing is stated on the website at leadgenerationmba.com/services.htm, or if requested in writing from The Results Academy 14.2 The Results Academy may make such amendments to the pricing as it considers necessary from time to time. 15 Contact The Results Academy is located at Bruntown Farmhouse, Cullen, Moray, Scotland, UK AB56 4XD, telephone: +44 1542 840101 , fax: +44 1542 841960 All content, materials and intellectual property is protected by www.reactinsurance.com