TERMS & CONDITIONS
Agreed terms
These terms and conditions apply to an Online Course provided by Benjamin Lifton trading as Content Kweens (“Supplier”).
These terms and conditions are in addition to the Third Party Terms and Conditions and apply to the provision of the Online Course and the Masterclass Video. Please read these terms and conditions carefully before purchasing the Online Course or accessing the Masterclass Video and print off a copy for your records.
For purchases via the Content Kweens website or for accessing the Masterclass Video, by clicking on the “Accept” button you agree to the terms of this terms and conditions (which may be varied from time to time in accordance with clause 15) which will bind you. If you do not agree to these terms and conditions you must cease to continue to purchase any service from us, including, but not limited to, accessing the Masterclass Video. By clicking on the “Accept” button, you warrant that you have authority to bind your business or company to these terms and conditions and the Charges.
Interpretation
The following definitions and rules of interpretation apply in these terms and conditions.
Definitions
Applicable Laws: all applicable laws, statutes and regulations from time to time in force.
Applicable Data Protection Laws: means:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Charges: the sums payable for the Online Course by the Customer to the Supplier.
Course Materials: means the curriculum, training method, training materials, presentations and any other supporting documents in any medium, whether hard-copy or electronic, used by the Supplier in connection with the Online Courses and/or the Masterclass Video;
Customer (or “you”): the person or firm who purchases the Online Course from the Supplier.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Online Courses;
Masterclass Video: means the provision of a free masterclass video along with daily emails from the Supplier.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Online Course: the provision of the Content Creators Camp course, as detailed on the Website, which includes, but is not limited to, providing access to an online learning platform containing teaching material and access to twice weekly question and answer sessions (the “Q & A Sessions”) and the Course Materials together with such other services as agreed from time to time and purchased by you through the Website.
Supplier’s Business: the provision of training to hair and beauty professionals in relation to creating content for marketing their brands and services.
Supplier Personal Data: any personal data which the Supplier processes in connection with these terms and conditions, in the capacity of a controller.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Website: means www.contentkweens.com.
Third Party Terms and Conditions: means any terms and conditions of a third party hosting the Online Course.
Clause and paragraph headings shall not affect the interpretation of these terms and conditions.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
These terms and conditions shall be binding on, and enure to the benefit of, the parties to these terms and conditions and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
References to clauses and Schedules are to the clauses and Schedules of these terms and conditions and references to paragraphs are to paragraphs of the relevant Schedule.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Commencement and duration
The Online Course will commence on the date that the Customer accepts these terms and conditions and will continue for a period of six (6) weeks from the commencement of the Online Course upon which time these terms and conditions will expire without notice unless the Supplier agrees to extend the Online Course to the Customer, in which case, these terms and conditions shall be extended for a further period of six weeks (“Additional Period”). The Additional Period shall be subject to payment of an additional Charge, as agreed between the Supplier and Customer prior to the Additional Period commencing.
The Masterclass Video will commence on the date that the Customer accepts these terms and conditions and will continue for a period of twenty-two (22) days from the acceptance of the terms and conditions upon which time these terms and conditions will expire without notice unless the Customer purchases an Online Course, in which case, these terms and conditions shall apply as for the Online Course.
Supplier’s responsibilities
The Supplier shall use reasonable endeavours to supply the Online Course, and deliver the Course Materials to the Customer and/or supply the Masterclass Video, in accordance with these terms and conditions in all material respects.
The Supplier shall use reasonable endeavours to meet any performance dates specified on the Website for the Online Course but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of these terms and conditions. If any Q & A Session cannot be provided on any particular date, the Supplier shall rearrange the applicable session within a reasonable time agreed with the Customer.
The Supplier does not guarantee that the Customer will obtain any particular result, qualification or opportunity from the completion of the Online Course or from the Masterclass Video.
Customer’s obligations
The Customer shall:
co-operate with the Supplier in all matters relating to the Online Course and the Masterclass Video;
provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) reasonably required by the Supplier in connection with the Online Course and ensure that they are accurate and complete;
obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Online Course, in all cases before the date on which the Online Course are to start;
comply with all applicable Third Party Terms and Conditions;
commit reasonable time to undertaking the Online Course.
If the Supplier’s performance of its obligations under these terms and conditions is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
In order to protect the legitimate business interests of the Supplier, the Customer undertakes that it shall not carry on, be engaged, concerned or interested in any business concern which is (or intends to be) in competition with the Supplier’s Business for a period of two years after termination or expiry of these terms and conditions.
Charges and payment
Provision of the Masterclass Video by the Supplier shall be free of charge.
In consideration of the provision of the Online Course by the Supplier, the Customer shall pay the Charges.
The Charges shall be payable when booking the Online Course or the Additional Period through the Website. The amount of Charges will be as set out on the booking form and as confirmed by the Supplier to the Customer by email. The amount of Charges for the Additional Period will be agreed in writing.
All sums payable to the Supplier under these terms and conditions:
are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Intellectual property rights
In relation to the Course Materials:
the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Course Materials;
the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence of the Course Materials for the purpose of receiving and using the Online Course and the Course Materials for the Customer’s own development and learning purposes only; and
the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.1(b).
In relation to the Masterclass Video:
The Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Masterclass Video;
The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence of the Masterclass Video for the Customer’s own development and learning purposes only; and
The Customer shall not sub-licence, assign or otherwise transfer the rights granted in clause 6.2(b).
In relation to the Customer Materials:
The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of these terms and conditions for the purpose of providing the services to the Customer.
Compliance with laws and policies
In performing its obligations under these terms and conditions, the Supplier shall comply with the Applicable Laws.
Changes to the Online Course or Masterclass Video required as a result of changes to the Applicable Laws shall be notified to the Customer by the Supplier.
Data protection
For the purposes of this clause 8, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
Both parties acknowledge that the Supplier is the data controller in relation to the Supplier Personal Data. The Supplier will use the Supplier Personal Data in accordance with the Supplier’s privacy notice at [INSERT LINK]. The Supplier will process the Customer’s personal data in accordance with Applicable Data Protection Laws.
The Supplier’s liability for losses arising from breaches of this clause 8 is as set out in clause 10.2.
Confidentiality
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these terms and conditions. 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 9; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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 these terms and conditions.
Limitation of liability
Nothing in these terms and conditions 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;
Subject to clause 10.1, the Supplier’s total aggregate liability to the Customer arising from or in connection with these terms and conditions, including negligence, shall be limited to the total Charges received by the Supplier in connection with the Online Course, or if no Online Course has been purchased, shall be limited to ONE THOUSAND POUNDS STERLING (£1,000).
Subject to clause 10.1, the Supplier shall not be liable for any:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
Termination
Without affecting any other right or remedy available to it, either Party may terminate these terms and conditions with immediate effect by giving written notice to the other Party if:
the other Party commits a material breach of any term of these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to 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, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these terms and conditions is in jeopardy.
Without affecting any other right or remedy available to it, the Supplier may terminate these terms and conditions with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than thirty (30) days after being notified to make such payment.
Obligations on termination and survival
12.1 On termination or expiry of these terms and conditions:
the Customer shall immediately cease to use the Course Materials and the Masterclass Video and the licence granted at clause 6.1(b) and 6.2(b) shall cease immediately.
Survival
On termination or expiry of these terms and conditions, the following clauses shall continue in force: clause 1 (Interpretation), clause 6 (Intellectual property rights), clause 9 (Confidentiality), clause 10 (Limitation of liability), clause 12 (Obligations on termination), clause 16 (Waiver), clause 18 (Severance), clause 23 (Governing law) and clause 24 (Jurisdiction).
Termination or expiry of these terms and conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination or expiry.
Force majeure
Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate these terms and conditions with immediate effect by giving written notice to the other party.
Assignment and other dealings
These terms and conditions are personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions.
The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under these terms and conditions, provided that the Supplier gives prior written notice of such dealing to the Customer.
Variation
These terms and conditions may be updated at any time by the Supplier. Any variations to these terms and conditions shall be contained on the Website.
Waiver
A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms and conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
The rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 18.1 shall not affect the validity and enforceability of the rest of the terms and conditions.
Entire agreement
These terms and conditions constitute 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.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
No partnership or agency
Nothing in these terms and conditions 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.
Third party rights
These terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.
Notices
Any notice or other communication given to a party under or in connection with these terms and conditions shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
sent by email to the address given by the Customer when registering for the Online Course.
Any notice or communication shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Governing law
These terms and conditions 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.
Jurisdiction
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 these terms and conditions or its subject matter or formation.