Terms Of Sale

This Agreement is made between

Digital Dietitian Ltd., 128 City Road, EC1V 2NX, United Kingdom,

And:

You, referred to as ‘Participant’.

Parties

Digital Dietitian Ltd., a company incorporated under the laws of England and Wales (Company Number: 14597819 whose business address is 128 City Road, London EC1V 2NX, United Kingdom (hereinafter referred to as the "Course Provider");
Participant, an individual enrolling in or accessing the course.

Background

(A) Digital Dietitian Ltd. (the "Course Provider") is a company incorporated under the laws of England and Wales engaged in the business of providing online educational courses and training programs.

(B) The Course Provider has developed an online course entitled "IBS Success Plan” (the "Course"), which covers a lifestyle-focused, step-by-step program designed to reduce IBS symptoms through personalised food, stress, and habit strategies.

(C) The Course is designed for health-conscious individuals, and people with digestive symptoms, seeking long-term symptom relief and lifestyle support and will be delivered through Learning Management System (LMS), such as bite-sized video lessons, downloadable worksheets, action plans, and progress tools.

(D) The Participant wishes to enroll in and participate in the Course offered by the Course Provider.

(E) The parties desire to enter into this Agreement to establish the terms and conditions governing the Participant's access to and participation in the Course, as well as to set forth their respective rights, obligations, and responsibilities.

(F) This Agreement shall become upon the participants enrolment in the course

1. Definitions

1.1. Course means the online educational program entitled "IBS Success Plan" developed and offered by the Course Provider, including all associated Course Materials.

1.2. Participant refers to any individual who has purchased or otherwise lawfully gained paid access to the IBS Success Plan course, including its associated materials, resources, and services. This includes all persons who have completed a financial transaction to enroll in the program, whether for themselves or on behalf of someone else.

1.3. Course Materials means the content, resources, and materials provided by the Course Provider for the purposes of the Course, including but not limited to video lectures, audio recordings, text documents, graphics, software, and any other copyrightable works.

1.4. Intellectual Property Rights or IP Rights means all patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

1.5. Enrollment means the process by which the Participant registers and gains access to the Course, subject to the terms and conditions of this Agreement.

1.6. Fees means the amount(s) payable by the Participant to the Course Provider for access to and participation in the Course, as specified in section 4.

1.7. Learning Management System or LMS means the online platform or system used by the Course Provider to deliver the Course and Course Materials to enrolled Participants.

1.8. Confidential Information means any information, data, or materials of a confidential or proprietary nature, including but not limited to trade secrets, know-how, technical information, business plans, and financial information, disclosed by one party to the other in connection with this Agreement or the Course.

1.9. Personal Data means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including but not limited to the Participant's name, contact information, and any other personal details provided during the Enrollment process or in connection with the Course.

1.10. Term means the duration of this Agreement, as set forth in section 9.

2. Scope of Services

2.1. The Course Provider shall provide the Participant with access to the online course entitled "IBS Success Plan” (the "Course"), which covers the following topics and subject matter:

 Understanding IBS types (IBS-C, IBS-D, and mixed) and identifying symptom patterns.

 Implementing a short-term IBS Reset to break the flare-up cycle.

 Safely reintroducing foods and identifying personal IBS triggers.

 Mastering IBS nutrition, including fibre balance, gut-friendly foods, and hydration.

 Reducing stress-related symptoms through gut-brain techniques like hypnotherapy, breathwork, and mindfulness.

 Managing IBS confidently in social situations, when eating out, and while travelling.

 Creating a personalized, long-term IBS management plan for lasting symptom control.

The Course is designed to empower health-conscious individuals with practical strategies for reducing IBS symptoms and improving digestive health through lifestyle, diet, and stress management.

2.2. The Course shall be delivered through the following methods and resources:

(a) Video lessons, downloadable PDFs, checklists, symptom trackers, handouts, and IBS management tools. (collectively, the "Course Materials"), which shall be made available to the Participant through hosted on a secure Learning Management System (LMS) platform..

(b) Asynchronous (self-paced).

(c) Includes private support group access, monthly Q&A sessions with a registered IBS dietitian, and interactive resources.

2.3. The Course Provider may, at its sole discretion, update or modify the Course Materials, delivery methods, or other aspects of the Course from time to time. The Course Provider shall notify the Participant of any significant changes to the Course through e-mail or course platform announcement.

2.4. The Course may include or integrate third-party content, software, or services. The Course Provider shall not be responsible for the accuracy, completeness, or reliability of any such third-party components, and the Participant's use of such components shall be subject to the applicable terms and conditions of the respective third-party providers.

2.5. The Participant shall be responsible for ensuring that they meet the minimum technical requirements for accessing and participating in the Course, including but not limited to a stable internet connection, a modern web browser, and a device capable of video playback and document viewing (PC, tablet, or smartphone).

2.6. The Course Provider shall make reasonable efforts to accommodate Participants with disabilities or special needs, in compliance with applicable accessibility standards and guidelines. The Participant shall notify the Course Provider of any such needs or requirements prior to enrolling in the Course.

3. Intellectual Property Rights

3..1 Reproduce, distribute, modify, or create derivative works from the Course Materials, in whole or in part, without the prior written consent of the Course Provider; Use the Course Materials for any commercial purposes, including but not limited to reselling, sublicensing, or renting the Course Materials;
Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Course Materials. Ownership of Course Materials. The Course Provider retains all intellectual property rights, including but not limited to copyrights, trademarks, patents, and other proprietary rights, in and to the Course, Course Materials, and any associated software, platforms, or technologies used in connection with the delivery of the Course. The Participant does not acquire any ownership rights in the Course or Course Materials.

3.2. Limited License. The Course Provider grants the Participant a limited, non-exclusive, non-transferable, and revocable license to access and use the Course Materials solely for personal, non-commercial educational purposes in connection with the Participant's enrollment in and participation in the Course.

3.3. Restrictions on Use. The Participant shall not:

(a) Reproduce, distribute, modify, or create derivative works from the Course Materials, in whole or in part, without the prior written consent of the Course Provider;

(b) Use the Course Materials for any commercial purposes, including but not limited to reselling, sublicensing, or renting the Course Materials;

3.4. Trademarks and Branding. The Participant acknowledges and agrees that the Course Provider retains all rights, titles, and interests in and to its trademarks, logos, and other branding elements. The Participant shall not use the Course Provider's trademarks, logos, or branding without the prior written consent of the Course Provider.

3.5. Third-Party Materials. The Course Materials may include third-party content or materials, and the Participant shall comply with any applicable licenses or terms of use for such third-party materials.

3.6. Feedback and Suggestions. Any feedback, suggestions, or ideas provided by the Participant regarding the Course or Course Materials shall become the property of the Course Provider, and the Participant hereby assigns all intellectual property rights in such feedback, suggestions, or ideas to the Course Provider.

3.7. Enforcement and Remedies. The Course Provider reserves the right to take legal action and seek all available remedies, including but not limited to injunctive relief and damages, in the event of any unauthorized use or infringement of its intellectual property rights by the Participant.

3.8. Indemnification. The Participant shall indemnify, defend, and hold harmless the Course Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Participant's violation of this Section 3 (Intellectual Property Rights).

4. Fees and Payment Terms

4.1. The Course Fees shall be paid in full upon enrolment.
If the Participant fails to make any payment when due, the Course Provider reserves the right to suspend or terminate the Participant's access to the Course until all outstanding amounts are paid in full.

4.2. The Participant may request a refund of the Course Fees within seven days of purchase date.
Refunds will be processed within 10 days of the refund request, subject to a 10 USD deduction for administrative costs.
No refunds will be provided after the seven-day (the refund period) has expired.
Course Fees. The Participant shall pay to the Course Provider the fees for the Course as set forth in the Course enrollment page or other applicable pricing schedule (the "Course Fees"). The Course Fees are exclusive of any applicable taxes, which shall be paid by the Participant in addition to the Course Fees.
The Participant shall pay to the Course Provider a one-time fee of $97 (USD) for access to the IBS Success Plan (the "Course").

4.3. Payment Methods. The Course Provider accepts the following payment methods via Kajabi Payments: Visa, MasterCard, American Express, Discover, Afterpay, Klarna, PayPal, Google Pay. The Participant shall make payments in US Dollars (USD) unless otherwise agreed upon by the parties.

4.4. Payment Terms.

(a) The Course Fees shall be paid in full upon enrolment.

(b) If the Participant fails to make any payment when due, the Course Provider reserves the right to suspend or terminate the Participant's access to the Course until all outstanding amounts are paid in full.

4.5. Refund Policy.

(a) The Participant may request a refund of the Course Fees within seven days of purchase date.

(b) Refunds will be processed within 10 days of the refund request, subject to a 10 USD deduction for administrative costs.

4.6 Price Changes. The Course Provider reserves the right to modify the Course Fees or pricing structure at any time. Any price changes will apply to new enrollments only and will not affect existing enrollments.

4.7 Taxes. The Participant shall be responsible for paying any applicable taxes, duties, or other governmental charges related to the Course Fees, including but not limited to value-added tax (VAT), sales tax, or withholding tax.

4.8 Third-Party Charges. The Participant acknowledges and agrees that certain third-party charges may apply, such as payment processing fees or currency conversion fees, which are not included in the Course Fees and shall be borne solely by the Participant.

4.9 Billing and Invoicing. The Course Provider shall provide the Participant with an invoice or receipt for the Course Fees paid, which will be delivered electronically to the email address provided by the Participant during enrollment.

5. Access and Usage Restrictions

5.1. Authorized Access and Use. The Participant is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Course Materials solely for the Participant's personal, non-commercial educational purposes. The Participant shall not share, distribute, or make the Course Materials available to any unauthorized third parties.

5.2. Intellectual Property Rights. The Course Provider retains all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in and to the Course Materials and any other materials provided in connection with the Course. The Participant shall not modify, reproduce, or create derivative works from the Course Materials without the prior written consent of the Course Provider.

5.3. Prohibited Activities. The Participant shall not engage in any activities that may interfere with or disrupt the Course Provider's systems, networks, or services, including but not limited to hacking attempts, introducing viruses or malware, or attempting to gain unauthorized access to the Course Provider's data or systems. The Participant shall not use the Course Materials for any illegal or unethical purposes.

5.4. User Accounts and Credentials. The Participant shall maintain the confidentiality of their login credentials and shall not share or disclose such credentials to any third parties. The Participant shall be solely responsible for all activities conducted under their account.

5.5. Monitoring and Auditing. The Course Provider reserves the right to monitor and audit the Participant's usage of the Course Materials for compliance purposes. The Course Provider may suspend or terminate the Participant's access to the Course Materials if any violations of this Agreement are detected.

5.6. Compliance with Laws and Regulations. The Participant shall comply with all applicable laws and regulations, including but not limited to intellectual property laws, data protection laws, and computer misuse laws, in their use of the Course Materials.

5.7. Consequences of Violation. Any violation of the access and usage restrictions set forth in this Section 5 may result in the immediate termination of the Participant's access to the Course Materials, and the Course Provider reserves the right to pursue any other available legal remedies.

6. User Conduct and Acceptable Use Policy

6.1. The Participant shall use the Course and Course Materials solely for lawful purposes and in accordance with this Agreement and all applicable laws, regulations, and industry standards.

6.2. The Participant shall not engage in any of the following activities:

(a) Unauthorized access, use, or interference with the Course Provider's systems, networks, or servers;

(b) Reverse engineering, decompiling, or disassembling the Course Materials or any software or applications provided by the Course Provider;

(c) Modifying, reproducing, distributing, or creating derivative works of the Course Materials without the prior written consent of the Course Provider;

(d) Engaging in any activities that may harm, disrupt, or interfere with the Course Provider's systems, networks, or servers, or the use and enjoyment of the Course by other users;

(e) Transmitting or uploading any harmful, illegal, or infringing content, including but not limited to viruses, malware, or copyrighted material;

(f) Engaging in any unlawful, defamatory, or offensive conduct.

6.3. The Participant acknowledges and agrees that the Course Provider retains all intellectual property rights in the Course Materials, and the Participant shall not use, reproduce, or distribute the Course Materials except as expressly permitted by this Agreement or as authorized in writing by the Course Provider.

6.4. The Participant shall maintain the confidentiality of their login credentials and shall not share or transfer their user account to any third party. The Participant shall be responsible for all activities conducted under their user account.

6.5. The Course Provider reserves the right to monitor, review, and remove any user-generated content that it deems inappropriate, offensive, or in violation of this Agreement or applicable laws.

6.6. The Participant shall comply with all applicable privacy and data protection laws and shall not collect, use, or disclose any personal information without proper consent.

6.7. The Participant shall comply with all applicable laws and regulations while using the Course and Course Materials.

6.8. In the event of any violation of this Acceptable Use Policy, the Course Provider reserves the right to suspend or terminate the Participant's access to the Course, and to take any other appropriate action, including legal action, as necessary.

6.9. The Participant shall indemnify, defend, and hold harmless the Course Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to the Participant's violation of this Acceptable Use Policy.

6.10. The Course Provider reserves the right to modify or update this Acceptable Use Policy at any time, with or without notice to the Participant.

7. Privacy and Data Protection

7.1. Compliance with Data Protection Laws. The parties shall comply with all applicable data protection laws and regulations, including but not limited to the Data Protection Act 2018 and the General Data Protection Regulation (GDPR), in their collection, use, and processing of personal data in connection with this Agreement.

7.2. Collection and Use of Personal Data.

(a) The Course Provider may collect and process personal data from the Participant, such as name, contact information, payment details, course progress, and other relevant information, for the purposes of enrolling the Participant in the Course, providing access to the Course Materials, communicating with the

(b) Participant, and facilitating the delivery and completion of the Course. The lawful basis for the Course Provider's processing of personal data shall be the performance of this Agreement, the pursuit of legitimate interests, or the Participant's consent, as applicable.

7.3. Data Sharing and Disclosure.

(a) The Course Provider may share personal data with third-party service providers or partners who assist in the delivery, administration, or support of the Course, subject to appropriate data protection measures and restrictions on further disclosure or transfer.

(b) The Course Provider shall not transfer personal data outside the European Economic Area (EEA) or to countries without adequate data protection laws, unless appropriate safeguards are in place.

7.4. Data Security. The Course Provider shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

7.5. Data Retention and Deletion.

(a) The Course Provider shall retain personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws or regulations.

(b) Upon request or when personal data is no longer needed, the Course Provider shall securely delete or anonymize the personal data in accordance with its data retention policies.

7.6. Individual Rights. The Participant shall have the rights afforded by applicable data protection laws, including the right to access, rectify, erase, restrict, object to processing, and data portability, subject to the Course Provider's policies and procedures for exercising such rights.

7.7. Cookies and Tracking Technologies.

(a) The Course Provider may use cookies and similar tracking technologies on the Course platform for purposes such as functionality, analytics, and advertising.

(b) The Participant shall have the option to manage or opt-out of certain cookies through their browser settings or other mechanisms provided by the Course Provider.

7.8. Third-Party Links and Services. The Course Provider shall not be responsible for the data protection practices of third-party websites, services, or resources linked from the Course platform, and the Participant acknowledges and agrees that the Course Provider shall not be liable for any loss or damage arising from the use of such third-party resources.

7.9. Changes to Privacy Practices. The Course Provider reserves the right to modify or update this Privacy and Data Protection section at any time. Any changes shall be effective upon posting or notification, and the Participant's continued participation in the Course after such changes shall constitute acceptance of the revised terms.

7.10. Contact Information. For any inquiries or concerns regarding privacy and data protection, the Participant may contact the Course Provider at [email protected].

8. Confidentiality

8.1. For the purposes of this Agreement, "Confidential Information" means any information, data, or materials, in any form or medium, that is identified as confidential or proprietary, or that a reasonable person would consider confidential or proprietary, including but not limited to course materials, intellectual property, personal data, financial information, and any other sensitive or proprietary information related to the Course or the parties.

8.2. Each party shall keep all Confidential Information strictly confidential and shall not disclose, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the other party, except as permitted under this Agreement or as required by law.

8.3. Confidential Information may only be used by the receiving party for the purposes of this Agreement and the Participant's participation in the Course. The receiving party shall not use Confidential Information for any other purpose without the prior written consent of the disclosing party.

8.4. Each party shall implement and maintain appropriate physical, technical, and administrative safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.

8.5. Upon termination of this Agreement or upon written request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information in its possession or control, including any copies or reproductions thereof, except as required by law or for the purpose of exercising any surviving rights or obligations under this Agreement.

8.6. The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this Agreement for a period of three years after such termination or expiration.

8.7. In the event of a breach or threatened breach of this Section 8, the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

8.8. The parties shall comply with all applicable data protection laws, including but not limited to the Data Protection Act 2018 and the General Data Protection Regulation (GDPR), when handling personal data in connection with this Agreement.

8.9. The obligations of confidentiality set forth in this Section 8 shall not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation;

(d) is required to be disclosed by law or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates with the disclosing party's efforts to limit or prevent such disclosure.

9. Term and Termination

9.1. Term. This Agreement shall commence on the date the Participant accepts these Terms & Conditions by enrolling in the course and shall remain in effect for as long as the Participant has access to the course materials, as long as the course and company remain operational or until terminated in accordance with these Terms.

9.2. Termination by the Course Provider. The Course Provider may terminate this Agreement, effective upon written notice to the Participant, if:

(a) The Participant breaches any material provision of this Agreement and fails to cure such breach within fourteen days after receiving written notice thereof;

(b) The Course Provider discontinues or modifies the Course in a manner that makes it impractical or impossible to continue providing the Course to the Participant; or

(c) Any event beyond the Course Provider's reasonable control prevents the continued performance of its obligations under this Agreement.

9.3. Effects of Termination. Upon termination of this Agreement for any reason:

(a) The Participant's access to the Course and any Course materials shall immediately cease;

(b) Any outstanding fees or payments owed by the Participant shall become immediately due and payable;

(c) Each party shall promptly return or destroy all Confidential Information of the other party in its possession or control.

9.4. Governing Law and Jurisdiction. This Section 9 shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Section 9 shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. Warranties and Disclaimers

10.1. The Course Provider warrants that it has the right to provide the Course and the Course Materials to the Participant in accordance with the terms of this Agreement.

10.2. The Course Provider shall use reasonable efforts to ensure that the Course Materials are accurate and up-to-date as of the date of their creation. However, the Course Provider does not warrant or represent that the Course Materials will be free from errors, omissions, or inaccuracies.

10.3. Except as expressly stated in this Agreement, the Course Provider makes no warranties or representations, express or implied, regarding the Course, the Course Materials, or any other goods or services provided under this Agreement, including but not limited to:

(a) Any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;

(b) Any warranties or representations regarding the accuracy, completeness, or reliability of the Course Materials or any third-party content included therein;

(c) Any warranties or representations that the Course or the Course Materials will meet the Participant's requirements or achieve any particular results or outcomes.

10.4. The Course Provider shall not be liable for any indirect, consequential, incidental, or special damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with this Agreement or the use or inability to use the Course or the Course Materials, even if the Course Provider has been advised of the possibility of such damages.

10.5. The Course Provider's total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount paid by the Participant for the Course.

10.6. The Course Provider reserves the right to modify, update, or discontinue the Course or the Course Materials at any time without prior notice. The Course Provider shall not be obligated to provide updates, upgrades, or new versions of the Course Materials.

10.7. The Participant is solely responsible for ensuring their compliance with all applicable laws, regulations, and professional standards related to their participation in the Course and their use of the Course Materials.

11. Indemnification

11.1. Indemnification by Course Provider. The Course Provider shall indemnify, defend, and hold harmless the Participant, its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or resulting from:

(a) Any third-party claim alleging that the Course Materials or the Course Provider's technology used in connection with the Course infringes or misappropriates any intellectual property rights of such third party;

(b) Any breach by the Course Provider of its obligations under this Agreement, including but not limited to any violation of applicable laws, regulations, or the Course Provider's privacy policies;

(c) Any data breach, unauthorized access, or misuse of Personal Data by the Course Provider or its employees, agents, or subcontractors; or

(d) Any negligent act or omission, willful misconduct, or fraud by the Course Provider or its employees, agents, or subcontractors in connection with the performance of this Agreement.

11.2. Indemnification Procedures. The Indemnified Party shall promptly notify the Course Provider in writing of any claim or potential claim for which indemnification may be sought under this Section 11. The Course Provider shall have the sole right to control the defense and settlement of any such claim, provided that the Course Provider shall not settle any claim in a manner that adversely affects the Indemnified Party's rights or interests without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnified Party shall cooperate with the Course Provider in the defense or settlement of any such claim at the Course Provider's reasonable request and expense.

11.3. Intellectual Property Remedies. If the Course Materials or the Course Provider's technology used in connection with the Course becomes, or in the Course Provider's opinion is likely to become, the subject of an infringement claim, the Course Provider shall, at its option and expense, either: (a) procure for the Participant the right to continue using the affected Course Materials or technology; (b) replace or modify the affected Course Materials or technology to make it non-infringing; or (c) if the foregoing options are not reasonably available, terminate this Agreement and refund to the Participant any prepaid fees for the remaining portion of the Course.

11.4. Limitations on Indemnification. The Course Provider shall have no obligation to indemnify the Indemnified Parties to the extent that any Losses arise from: (a) the Indemnified Party's breach of this Agreement; (b) the Indemnified Party's negligence, willful misconduct, or fraud; or (c) any modification or unauthorized use of the Course Materials by the Indemnified Party.

11.5. Survival. The indemnification obligations set forth in this Section 11 shall survive the termination or expiration of this Agreement.

12. Limitation of Liability

12.1. Subject to Clause 12.3, the Course Provider's total liability to the Participant for any and all claims, losses, damages, or expenses arising out of or in connection with this Agreement or the Participant's participation in the Course, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount of Fees paid by the Participant for the Course.

12.2. In no event shall the Course Provider be liable to the Participant for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of data, or business interruption, arising out of or in connection with this Agreement or the Participant's participation in the Course, even if the Course Provider has been advised of the possibility of such damages.

12.3. The limitations and exclusions of liability set forth in this Section 12 shall not apply to liability for:

(a) Death or personal injury caused by the Course Provider's negligence;

(b) Fraud or fraudulent misrepresentation; or

12.4. The Participant acknowledges and agrees that the limitations of liability set forth in this Section 12 are reasonable and reflect the allocation of risk between the parties, taking into account the nature of the Course and the Fees charged.

12.5. The limitations and exclusions of liability set forth in this Section 12 shall survive the termination or expiration of this Agreement.

12.6. Nothing in this Agreement shall affect the Participant's statutory rights as a consumer, where applicable.

13. Force Majeure

13.1. For the purposes of this Agreement, "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, acts of war or terrorism, civil unrest, pandemics, government actions, labor disputes, or any other event that renders performance of the affected party's obligations impossible or impracticable.

13.2. If either party is prevented from or delayed in performing any of its obligations under this Agreement by a Force Majeure Event, that party shall promptly notify the other party in writing of the Force Majeure Event, specifying the nature and extent of the circumstances causing the delay or non-performance.

13.3. The affected party shall take all reasonable steps to mitigate the effects of the Force Majeure Event and shall use its best efforts to resume performance as soon as reasonably possible.

13.4. If a Force Majeure Event continues for a period of fourteen consecutive days or more, either party may terminate this Agreement by providing seven days' written notice to the other party.

13.5. In the event of termination due to a Force Majeure Event, the Course Provider shall refund to the Participant any prepaid fees for the portion of the Course that has not been delivered, less any reasonable costs incurred by the Course Provider up to the date of termination.

13.6. Notwithstanding the foregoing, a Force Majeure Event shall not excuse or delay the payment of any fees or other amounts due and payable under this Agreement.

13.7. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party complies with its obligations under this Section 13.

13.8. Events or circumstances that do not constitute a Force Majeure Event include, but are not limited to, financial difficulties, lack of funds, or events within the reasonable control of the affected party.

13.9. This Section 13 shall be governed by and construed in accordance with the laws of England and Wales.

14. Dispute Resolution

14.1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve such dispute through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. The parties shall promptly meet and confer in an effort to resolve the dispute. If the dispute is not resolved within thirty (30) days from the date of the notice, or such other period as may be agreed upon by the parties, the parties may proceed to mediation or arbitration as set forth below.

14.2. If the dispute is not resolved through negotiations, the parties shall endeavor to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediation shall be conducted by a single mediator appointed by CEDR. The mediation shall take place in London, United Kingdom, and the language of the mediation shall be English. Each party shall bear its own costs and expenses related to the mediation, and the parties shall equally share the mediator's fees and any administrative costs.

14.3. If the dispute is not resolved through mediation within sixty (60) days from the appointment of the mediator, or such other period as may be agreed upon by the parties, the dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which are deemed to be incorporated by reference into this clause.

(a) The number of arbitrators shall be one, appointed in accordance with the LCIA Rules.

(b) The seat, or legal place, of arbitration shall be London, United Kingdom.

(d) The arbitration proceedings shall be confidential, and the parties shall not disclose any information relating to the arbitration, except as required by law or for the purpose of enforcing the arbitral award.

(e) The arbitral award shall be final and binding on the parties, and the parties agree to carry out the award without delay.

(f) The costs of the arbitration, including the fees and expenses of the arbitrator, shall be borne by the unsuccessful party, unless the arbitrator determines otherwise.

14.4. Notwithstanding the foregoing, either party may seek interim or injunctive relief from any court of competent jurisdiction to protect its rights and interests, without first resorting to the dispute resolution procedures set forth in this clause.

14.5. During the dispute resolution process, the parties shall continue to perform their respective obligations under this Agreement, unless otherwise agreed or ordered by a court or arbitral tribunal.

14.6. Any claim, dispute, or controversy arising out of or relating to this Agreement shall be subject to the laws of England and Wales, without regard to its conflict of laws principles.

14.7. The parties agree that the time limit for bringing any claim or initiating any dispute resolution proceedings under this Agreement shall be thirty (30) days from the date on which the cause of action accrued.

15. Governing Law and Jurisdiction

15.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

15.3. For the purposes of clause 15.2, each party irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to the exercise of such jurisdiction, including any objection to proceedings on the grounds of venue or on the grounds of forum non conveniens.

15.4. If the dispute cannot be resolved through mediation within sixty (60) days after the commencement of such mediation, either party may commence legal proceedings in accordance with clauses 15.2 and 15.3.

15.5. Nothing in this clause 15 shall prevent either party from seeking interim or interlocutory relief in any court of competent jurisdiction.

15.6. If any provision or part-provision of this 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. 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 shall not affect the validity and enforceability of the rest of this Agreement.

15.7. The headings in this Agreement are for convenience only and shall not affect its interpretation.

16. Assignment and Subcontracting

16.1. Assignment

(a) Neither party shall assign, transfer, charge, or deal in any other manner with this Agreement or any of its rights and obligations under this Agreement, whether in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

(b) Notwithstanding clause 16.1.1, either party may assign or transfer this Agreement or any of its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, or corporate restructuring, provided that the assigning party gives the other party reasonable prior written notice of such assignment.

16.2. Subcontracting

(a) The Course Provider may subcontract the performance of any of its obligations under this Agreement to a third party, provided that the Course Provider shall remain fully responsible for the performance of such obligations and shall ensure that the subcontractor complies with the terms and conditions of this Agreement.

(b) The Participant shall not subcontract any of its obligations under this Agreement without the prior written consent of the Course Provider.

16.3. Third-Party Rights

(a)This Agreement does not confer any rights or benefits on any third party pursuant to the Contract (Rights of Third Parties) Act 1999, and no third party shall have the right to enforce any term of this Agreement.

16.4. Consequences of Unauthorized Assignment or Subcontracting

(a) Any attempted assignment, transfer, charge, or dealing in contravention of clause 16.1 or any unauthorized subcontracting in contravention of clause 16.2 shall be null and void and shall constitute a material breach of this Agreement.

16.5. Successors and Assigns

(a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

17. Notices

17.1. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by prepaid registered mail or courier, or transmitted by email (with confirmation of transmission) to the address or email address of the other party as set forth below or to such other address or email address as either party may designate by notice given to the other party in accordance with this Section 17.

17.2. Notices to the Course Provider shall be sent to: 128 City Road, London, EC1V 2NX, United Kingdom.
Attention: Aleksandra Jagiello
Email: [email protected]

17.3. Notices to the Participant shall be sent to the participant's email address. Any notice or communication shall be deemed to have been received:

(a) If transmitted by email, on the date of successful transmission, provided that the sender does not receive an automatic notification of delivery failure.

17.4. Either party may change its address or email address for notices by giving written notice to the other party in accordance with this Section 17.

17.5. Notices relating to termination, breach of contract, or legal proceedings shall be sent by prepaid registered mail or courier and shall be deemed to have been received on the date of actual delivery.

17.6. All notices and communications shall be in the English language.

18. Entire Agreement and Amendments

18.1. This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral, regarding the same subject matter.

18.2. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by authorized representatives of both parties.

(a) Amendments may be made electronically through the Course Provider's website or learning management system, provided that such amendments are clearly communicated to the Participant and the Participant expressly agrees to the amendments.

18.3. No oral modifications or amendments to this Agreement shall be effective or binding.

18.4. In the event of any conflict or inconsistency between the provisions of this Agreement and any schedule, exhibit, or other supplementary document attached hereto, the provisions of this Agreement shall prevail unless expressly stated otherwise.

18.5. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

18.6. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

18.7. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

19. Severability

19.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed or modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the severance or modification of any invalid, illegal, or unenforceable provision.

19.2. The parties agree that this Agreement shall be interpreted in a manner that best reflects their original intentions, to the extent permitted by applicable law.

19.3. The severability of provisions under this clause shall be subject to and interpreted in accordance with the laws of England and Wales, as specified in the Governing Law and Jurisdiction clause of this Agreement.

19.4. Notwithstanding the foregoing, if any provision of this Agreement is found to be invalid, illegal, or unenforceable, and such provision is deemed to be of an essential nature or fundamental to the Agreement, the parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that closely reflects the original intent of the parties.

20. Waiver

20.1. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver of a party's rights or remedies under this Agreement must be in writing and signed by an authorized representative of the waiving party to be effective.

20.2. A waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default, and shall not affect the other terms of this Agreement.

20.3. A waiver of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement.

20.4. No course of dealing or failure to exercise any right or remedy shall be construed as a waiver of that right or remedy.

20.5. Any waiver granted under this Agreement may be revoked or withdrawn at any time by the waiving party, provided that written notice of such revocation or withdrawal is given to the other party.

20.6. If any part of this waiver clause is found to be unenforceable, the remaining portions shall remain in full force and effect.

20.7. This waiver clause shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising out of or in connection with this clause shall be subject to the exclusive jurisdiction of the courts of England and Wales.

By enrolling in the course and clicking “I agree” (or similar), the Participant confirms they have read, understood, and accepted these Terms & Conditions.