TERMS & CONDITIONS
These Terms and Conditions (“Terms”) are made between
(A) BRAIN POWERED LTD. a company incorporated in England and Wales with its registered office at 71-75 Shelton St, West End, London, WC2H 9JQ, UK ("Brain Powered" or “We”); and
(B) YOU, being the person accepting these terms, either by proceeding to order Services from Brain Powered (a “Client”), or to participate in any Services provided or delivered by Brain Powered (an “Attendee”);
1.1 Brain Powered provides a variety of content and services, including but not limited to:
(a) conducting training sessions, whether in person or via video conferencing, and whether in a group or individual setting (“Live Courses”), including public courses and custom courses provided internally to corporate clients (a “Corporate Course”);
(b) conducting consultancy for corporate clients in the form of advisory services, workshops and webinars (“Consultancy”);
(c) conducting professional coaching for individuals (“Coaching”);
(d) providing standardised online courses (“Digital Courses”) and digital content packages (“Content Packages”); and
any other standardised or customised content or services agreed between the Parties,
together the “Services”.
1.2 The Client can specify the topic of any Corporate Course or Consultancy, from the available subjects offered by Brain Powered from time to time.
1.3 Brain Powered and its Senior Coach, Caroline Brewin (the “Coach”) will at all times have full discretion as to the most appropriate and effective manner of providing the Services.
1.4 You will use reasonable endeavours to co-operate with Brain Powered in all matters relating to the provision of the Services.
2. COURSE FEES
2.1 In consideration for the Services the Client will pay Brain Powered the “Fees” as displayed on the website, at the times required by each Service – please see Appendix 1 (Service Specific Terms). We reserve the right to change our prices for products displayed at any time, and to correct pricing errors that may inadvertently occur.
2.3 All sums payable under these Terms will be paid free and clear of all deductions or withholdings unless required by law. Brain Powered Ltd is not responsible for any additional foreign exchange or other fees charged by your bank or payments provider.
2.4 Fees are listed exclusive of VAT, but you acknowledge and agree that VAT will be payable at the prevailing rate.
3. COURSE CONTENT
3.1 Brain Powered and the Coach have created, and will create materials in relation to the Services, including but not limited to digital, hard copy, audio and video media, course curricula, podcasts, information sheets, infographics, presentation slides, e-books or textbooks, and any other written or digital text, visual or audio media (the “Materials”).
3.2 The Attendee acknowledges and agrees that Brain Powered does and will in perpetuity hold full legal and beneficial title to all the Materials and all Intellectual Property Rights attaching to them. You agree not to sell, licence, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Materials.
3.3 Brain Powered grants each Attendee a limited licence to use the Materials for their own personal benefit only. You undertake and agree not to use any Materials to run your own training sessions for others, to provide copies to non-Attendees (including other employees of the same Client), or to distribute the Materials in any way or for any purpose. In the event of a breach of this clause, you agree to pay Brain Powered liquidated damages, being a genuine pre-estimate of loss, equivalent to the Fees in respect of each individual who received or was capable of receiving the Materials (for example anyone with access to a shared database or document storage system where an unprotected copy was stored).
3.4 For the purpose of this clause, "Intellectual Property Rights" means all intellectual property rights created or owned by including patent, industrial design, copyright, moral rights, lay-out designs for integrated circuits, database rights, trade mark, (and any rights to apply for registration of any of these), inventions (whether patentable or not), rights in know-how, rights of confidence, trade secret; trade and business names, domain names, including all renewals and extensions and the full right to all intellectual property and legal protection relating to the same including the right to sue for past infringements.
4.1 The information provided as part of the Services is of a general nature and intended to provide Attendees with tools to make their own decisions. In no way is, and for no reason will, the Materials be deemed to be advice of any kind, and Attendees are not entitled to formally rely on any Materials in making any decisions at the time or in future. All Attendees should seek professional advice specific to their circumstances, as required. Brain Powered accepts no legal responsibility for the actions or outcomes of actions that the Attendees may take as a result of the Services.
4.2 The Coach may set desired results, success factors, outcomes or goals with Attendees or for a course in general. These represent the potential or desired goals but Brain Powered makes no guarantee of the outcome of attending any course. The Company makes no representations or warranties of any kind as to the results of any course, and any wording in marketing materials or on our website which may imply such should be read as promotional statements and not a legally binding undertaking.
4.3 Views expressed by guest or additional speakers are their own. Brain Powered does not accept liability for views expressed, statements made or advice given by any speaker during a course or in any materials provided to you.
4.4 The Materials we include with the Services are listed on the website. We reserve the right to change this content at any time, and to correct any errors that may inadvertently occur.
5.1 In the event that you wish the Materials or course content to be customised for your specific needs Brain Powered is happy to assist. Please submit a written request setting out in as much detail as you can your desired content and outcomes, which will then be discussed in detail with the Coach (a “Customisation Request”).
5.2 All customisation will be charged at a separate cost to be discussed and agreed with Brain Powered in advance (the “Customisation Cost”).
6. CODE OF CONDUCT
6.1 By agreeing to these conditions, you confirm that you will:
(a) conduct yourself a professional, polite, and supportive manner towards the Coach and any fellow Attendees;
(b) refrain from any bullying or harassment of any kind;
(c) refrain from using cameras, audio and video recorders or any other method of independently recording the Materials; and
(d) keep all discussions which take place during the Live Course in the strictest confidence and, if attending a Live Course, not share anything heard from other Attendees with anyone who was not also an Attendee on the same Live Course.
6.2 If an Attendee’s behaviour is deemed unacceptable by the Coach, including but not limited to any displays of rudeness, bullying, harassment, persistent disruptions, or persistent lateness or failure to attend sessions without a valid explanation, Brain Powered reserves the right to refuse entry or require an Attendee to leave the session and to prevent them from participating in the remainder of the Services. In such cases no refund will be given.
7. CANCELLING & SCHEDULLING
7.1 Cancellation terms vary by course, please see Appendix 1 (Course Specific Terms) for full details.
7.2 A change of mind does not constitute a valid reason for cancellation and request for refund. In considering your refund we may also charge an admin fee at our discretion.
7.3 All refunds are discretionary as determined by Brain Powered Ltd. To further clarify, we will not provide refunds after the 14th day from your date of purchase and all payments must be made on a timely basis. If payments are not made on time, you agree to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater.
7.4 In exceptional circumstances Live Courses may be cancelled, varied, rescheduled or postponed, including if we have fewer than 4 Attendees signed up to a Live Course with 14 days before the start date. If a Live Course is cancelled or postponed by Brain Powered, you will receive a voucher to be used on any Live Course taking place within the subsequent 6 months. If none of the available dates are suitable for you, you will be entitled to a refund. No administration fee will be charged. If a session has to be postponed, a new date will be identified for the session at which at least 75% of Attendees are available. Any Attendees unable to be present will be entitled to a refund or a voucher to be used for the same session in a subsequent Live Course.
7.5 If you have any questions or problems, please let us know by contacting our support team directly at [email protected].
8. CONSEQUENCES OF TERMINATION
8.1 Following termination, the Parties will have no further obligations or rights under these Terms, without prejudice to those which have accrued to either party prior to termination or expiry save that clauses 9 (Limitations of Liability), 10 (Privacy), 11 (General) together with those other clauses the survival of which is necessary for the interpretation or enforcement of these Terms, will continue to have effect.
9. LIMITATIONS OF LIABILITY
9.1 Brain Powered will not be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Services.
9.2 To the maximum extent permitted by applicable law, Brain Powered assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies in the Materials or content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; and (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein.
9.3 Nothing in these Terms will limit either party's liability for death or personal injury resulting from its negligence or for fraud or any other liability which cannot be excluded or limited under applicable law.
9.4 The maximum aggregate liability of Brain Powered in respect of any loss or damage suffered or incurred by the other party and arising out of or in connection with these Terms, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, will not exceed the sum of the Fees paid hereunder.
9.5 The parties acknowledge and agree that the limitations contained in this clause are reasonable in all the circumstances.
10.2 You agree that Brain Powered may from time to time film any Live Course or parts of it and you consent to being filmed or photographed by Brain Powered Ltd (or its representatives) and to Brain Powered using your name, likeness, image and/or voice in such photographs or films for the purpose of promoting our courses, services and products. No remuneration is payable for such use but you will be notified in advance of any external use and you have the right to withdraw this consent at any time.
10.3 You agree that the Coach may share details from the Live or Digital Courses including personal details relating to Attendees with their own supervisor solely for the purposes of their own training and development. The supervisor is bound by confidentiality obligations as well as a professional code of conduct and this information will not be shared anywhere else or used for any reason.
11.1 These Terms constitute the entire agreement and understanding of the parties relating to the subject matter of the Terms and supersedes any previous agreement or understanding between the parties in relation to such subject matter.
11.2 Any terms or obligations that would otherwise be included or implied concerning the supply of the Services including but not limited to those under the Sale of Goods Act and the United Nations Convention of Contracts for the International Sale of Goods are hereby expressly excluded to the maximum extent permissible by law.
11.3 Save as is otherwise specifically provided in this Terms, neither Party will be liable for failures or delays in performing its respective obligations hereunder arising from any cause beyond its control, including without limitation, acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, pandemics, governmental restrictions, wars, riots, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems and in the event of any such delay, the time for such Party’s performance will be extended for a period equal to the time lost by reason of the delay which will be remedied with all due despatch in the circumstances.
11.4 No provision of these Terms (or any document entered into in connection with these Terms) will be modified or varied without the written consent of both parties.
11.5 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
11.6 Neither party will without the prior written consent of the other party assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms or any rights under these Terms, or sub-contract any or all of its obligations under it or purport to do any of the same, except (in each case) to any other entity within the Brain Powered group (in which case no such prior written consent for any of the foregoing will be required). Any purported assignment in breach of this clause will confer no rights on the purported assignee.
11.7 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11.8 Each party will execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of these Terms as any party may from time to time require for the purpose of giving such party the full benefit of the provisions of these Terms.
11.9 If any provision of these Terms will be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms which will remain in full force and effect.
11.10 Any notice given under these Terms will be in writing and served by hand, prepaid recorded or special delivery post or prepaid international recorded airmail to the relevant addressee at their registered address or such other address as the relevant party may designate to the other in writing from time to time. Any such notice will be deemed to have been served at the time of delivery.
11.11 The validity, construction and performance of these Terms (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it, will be governed by and construed in accordance with the law of England and Wales.
11.12 "Lifetime Access" means ongoing and complete access to the community or Facebook community for the life of the program, not for your life or the life of Caroline Brewin. This is ongoing access at no additional charge until the course is no longer offered, at which time all members will be given at least 1 months notice before the program is closed. The community may also be 'archived' for a temporary period, for which the community will be notified. Any future closure of the program or community in the future does not affect the refund policy and does not entitle members to any form of refund.
APPENDIX 1 - COURSE SPECIFIC TERMS
Digital Courses and Content Packages
You must pay Brain Powered in full at point of sale or via a payment plan via Kajabi, if applicable. Payment plans are made available and will be notified to you on the website during the checkout process. Payment plans are not available for all Digital Courses.
If you purchase a Digital Course online, you agree that: (i) you are responsible for reading the full item listing before making a commitment to buy it: (ii) you enter into a legally binding contract to purchase an item when you commit to buy an item and you complete the check-out payment process (iii) you accept that, once ordered, you are required to pay the full amount of the Digital Course fees even if you do not complete the Digital Course, other than where the money-back guarantee applies.
Money Back Guarantee
We want you to be satisfied with your purchase, but we also want you to give your best effort to apply all of the strategies in the course. Brain Powered may offer a 14-day money-back guarantee for certain Digital Courses. If the money back guarantee applies this will be notified to you on the website at the point of sale, and that money-back guarantee is governed by the terms set out below.
In order to qualify for a refund you must submit proof within 14 days of enrolment that you did the work in the course and it did not work for you. If you decide your purchase was not the right decision, contact our support team at [email protected] and let us know you’d like a refund by the 14th day at 11:59 AEST. You must include your coursework with your request for a refund. If you request a refund and do not include your coursework by the 14th day, you will not be granted a refund.
The work that you need to submit with your request for a refund includes completing all of the videos, reading and exercises included within these first 2 modules. Snapshots of your completed exercises will be required, as well as showing as completed in the online training platform.
We will not provide refunds more than 14 days after the date of purchase. After day 14, all payments are non-refundable and you are responsible for full payment of the fees for the program regardless if you complete the program. Please note: If you opted for a payment plan and you do not request a refund within 14 days, with the required coursework at the time of your refund request, you are required by law to complete the remaining payments of your payment plan.
Upon determining that you are entitled to a refund pursuant to this policy, Brain Powered will promptly issue an instruction to its payment processor to issue the refund. Brain Powered does not control its payment processor and will not be able to expedite any refunds. We will also remove you from the community group in the next 24 hours, however, you can also remove yourself by clicking "Leave Group." Being removed or banned from the community or Facebook group does not entitle you to a refund of your course enrolment fee.
You must pay Brain Powered no later than 5 days before the relevant Coaching session.
Corporate Courses & Consulting
Unless otherwise specifically agreed, you must pay Brain Powered as follows:
(a) for Corporate Courses, 20% at the point of sale, and 80% no later than one week before provision of the first session; and
(b) for Consulting, 50% at the point of sale, and 50% no later than one week before provision of the first session.
You may cancel a booking at any time up to 30 days before the date of the course by writing to us at [email protected].
If an Attendee is sick and unable to attend a course, they may nominate another person to attend in their place or provide a medical certificate and postpone to attend a course at a later date (you may do this once) by writing to us at [email protected], including the replacement guest name, business name and email address the request is submitted at least 48 hours prior to the course.
The total Fees may be cancelled (if not yet paid) or refunded as per the following:
(c) if the enrolment is cancelled 30 days or more before the Course or Consulting start date - 100% refund;
(d) if the enrolment is cancelled fewer than 30 days but more than 14 days before the Course start date - 50% refund; and
(e) If 14 or fewer days’ notice is given no refund will be given.
Any non-refundable amount will remain due and payable even if not yet paid at the time of cancellation. Customisation Costs are non-refundable in all cases unless cancellation is made within 3 working days of the Customisation Request.
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