Terms and Conditions

1. General

1.1 “The Internet Business Coach”, “ the IBC”, “IBC” and “Internet Business Coach” are trading names of The Internet Business Coach.

1.2 These terms and conditions form the contract between The Internet Business Coach, hereafter referred to as “The IBC” and the client. These terms prevail over any inconsistent terms or conditions contained, or referred to, in a client’s acceptance of a quotation, confirmation of order, purchase order or specification or other document supplied by the client, or implied by law, trade custom, practice or course of dealing. These terms supersede any prior verbal agreements. Any deviation from these terms must be agreed in writing within the client’s contract hereafter referred to as a Terms of Engagement Document.

1.3 The IBC is not responsible for the performance of third party services or parties that are introduced to the client.

1.4 Not withstanding the provisions of any separately agreed nondisclosure and or confidentiality agreements between The IBC and the client: the client agrees that The IBC can use the client’s company name in its own client list. If the client does not wish to appear on the The IBC’s client list, The IBC will remove them at the client’s request.

1.5 We reserve the right to unilaterally vary these terms and conditions from time to time. You should regularly check and read the terms and conditions for any updates and/or amendments. If you do not agree to any of the updates or amendments at any time you should cease to use the services. These terms and conditions (as amended from time to time), together with the terms and conditions of use of the website (as amended from time to time) and the disclaimer and privacy policy (as amended from time to time), constitute the entire agreement between you and us. You should regularly check the terms and conditions of use of the website, offline business terms and conditions, disclaimer and the privacy policy for any updates and/or amendments.

2. Duties

2.1. By accepting these terms and conditions either online or otherwise the client agrees that it will:

2.1.1. Provide all data, materials and if appropriate to the needs of the contract, full access to a client’s website and associated additional applications as required by The IBC and its appointed associates in order to fulfil the terms of the services described with the client’s Terms of Engagement Document, within a reasonable period of time in order to complete the engagement. Without prejudice to the provisions of clause 10 below The IBC accepts no responsibility for late or poor performance of any of its services caused by the client’s failure to comply with its obligations hereunder.

2.1.2. Ensure they maintain a retrievable record, copy or original, of all data provided to The IBC, who will not be responsible for loss or damage to any data.

2.1.3. Use the products or services provided by The IBC only for the purposes of its own business.

2.1.4. Ensure that they will not sell or franchise the products or services to any third party without express written permission from The IBC.

2.1.5. Ensure whilst The IBC is supplying consultation services that they will not appoint any other person or organisation (including in-house representatives) to provide any services that may result in a conflict of interest within the scope of services provided by The IBC.

2.2. The IBC will:

2.2.1. Act professionally and with due diligence at all times to preserve a client’s intellectual property or other rights in its information or materials.

2.2.2. Comply with reasonable requests of the client and deal cordially with its representatives.

2.2.3. The IBC will be responsible for the accuracy and comprehensiveness of the data and reporting supplied in relation to a project whether this is supplied by paper or electronically through our reporting systems.

2.2.4. Dedicate sufficient time in order to deliver the services purchased by the client within their Terms of Engagement Document, this does not included additional time for client delays, or change requests to initial Terms agreed upon.

3. Period of Consultancy/ Services

3.1. The services supplied are in accordance with a client’s Terms of Engagement Document and will be in force until such time as the defined objectives within the Terms of Engagement Document have been reached, the provisions of clause 12 become applicable or following expiry of the Consultancy Term as defined within their Terms of Engagement Document.

4. Intellectual Property Rights

4.1. To the extent that The IBC uses any intellectual property belonging to a third party in the course of the services supplied here under to the client The IBC shall ensure that the client obtains a royalty free, world-wide, non-exclusive license for the use of such third party intellectual property used in order to fulfil the consultancy or services agreed in the ‘Terms of Engagement’ Document.

4.2. Subject to clause 6.3 below The IBC will indemnify the client against any and all actions or claims incurred by the client arising out of any actual or alleged infringement of any patent, copyright or trade secret in respect of material supplied by The IBC in pursuance of the services supplied provided that:

4.2.1. The action and/or claim does not arise as a result of the unauthorised modification or alteration or adaptation of the material in question by the client and

4.2.2. The action and/or claim does not arise as a result of the use of software or equipment not supplied or approved by The IBC and

4.2.3. The client notifies The IBC immediately of any claim or demand made or action brought against it and has not made any comment or admission to any third party in respect thereof and

4.2.4. The IBC shall have conduct of all proceedings or negotiations relating to such allegations or claims and shall deal with the same as it sees fit in its absolute discretion and

4.2.5. The client shall provide all reasonable assistance to The IBC in relation to the conduct of such litigation and/or negotiations

4.3. The IBC accepts no liability for any loss, damage, costs or liability suffered by the client in the event that the use of third party software triggers a claim by any party that their intellectual or other property rights have been infringed. Should The IBC have any rights against the owners of such third party software it will endeavour, at the client’s expense, to enforce such rights for the client’s benefit.

5. Domain Names

5.1 Where Internet Domain Names are registered or renewed on behalf of a client, the client agrees that it will:

5.1.1 Ensure that the contract for the registration of domains is between the client and the appropriate Naming Authority only. The IBC cannot guarantee that clients will be able to register any requested name and until clients have been given specific confirmation of registration they cannot assume that registration is in effect.

5.1.2 Ensure that the responsibility for the client’s choice of domain name does not infringe the rights of a third party and any such infringement lies directly with the client. The client agrees to defend, indemnify and hold harmless The IBC against liabilities arising in respect of any such infringements.

5.2 The IBC is prepared to register Domain Names on behalf of clients. If so, the client has full responsibility for the renewal of the Domain Name. The IBC is acting as the client’s Agent and Clients are bound by the terms and conditions of the Naming Authority.

5.3 The IBC gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the client indemnifies The IBC in respect of any such infringements.

6. Web and Email Hosting

6.1. Where internet web hosting and email services are supplied to the client directly through The IBC’s own contracted third-party managed servers, the client agrees that they will:

6.1.1. Safeguard the integrity, performance and security of our web servers we reserve the right to restrict FTP access to our web servers to The IBC staff, approved agents and our web hosting providers only.

6.1.2. The IBC makes no assurances that its web site servers are backed-up on a regular basis by its hosting provider and as such, cannot be held responsible for any consequential loss should data become lost or corrupted as a result of it being held on its servers.

6.1.3. The IBC makes no assurances outside those given by our third party managed services company on server up time.

7. Training Seminars and Events

7.1. Training seminars and coaching sessions are provided on a pre-payment basis only unless stated as otherwise.

7.2. The IBC reserves the right to cancel any prescheduled training course, seminar or event for any reason. In such circumstances where the client has pre-paid, they will be offered a full refund or a transfer to another event.

7.3. Client cancellations are accepted in writing only and are subject to the following reimbursement policy:

7.3.1. More than 15 working days (Mon – Fri) prior to the event: 100% refund

7.3.2. Fewer than 15 but more than 5 working days prior to the event: 50% refund

7.3.3. Less than 5 working days prior to the event: 0% refund.

8. Remuneration Fees

8.1. The Client agrees to pay the charges and expenses in accordance with the provisions of their Terms of Engagement Document.

8.2. Not withstanding the supply of fixed price commodity products to the client, the remuneration structure between the client and The IBC is expressed either as an hourly rate, daily rate or as a fixed price job as described within the client’s Terms of Engagement Document which excludes out-of-pocket expenses and VAT at the prevailing rate.

8.3. A client agrees to pay in part 50% advance for web services with a split of 25% mid way through and 25% at the end for web services, for certain services charges are made in arrears for the completed calendar months and will be charged on or around the 1^St of each Calendar month, for pure consultancy clients will be invoiced before the consultancy takes place if they are a new client and within 3-7days after the consultancy for existing clients.

8.4. Where The IBC are unable to complete a contracted service through failures on the part of the client to meet their pre-agreed obligations through non-co-operation or lack of supply of copy, materials or feedback/opinion then The IBC reserves the right to demand full payment of the remaining project costs from the client immediately and to suspend all work until such monies have been received from the client. The IBC Reserve the right to non-payment fees onto the outstanding sum and to pursue these fees in a court of law.

8.4.1 The IBC Reserve the right to charge a 5% late fees on any sum outstanding should a client pay for their consultancy/services late which will be added to the outstanding sum.

8.4.2 The IBC Reserve the right to pursue any outstanding fees from any client for consultancy or services, whether fulfilled in full or part outstanding to us in a court of law if necessary and that any cost incurred to us for taking such action will be passed onto to the client.

8.4.3 all late or non-payment fees will be charged in accordance with The Late Payment of Commercial Debts Regulations 2002 or at the rate of 5% above the base rate at the original date of invoice and will be applied after a 30 day period.

8.5. The IBC reserves the right to place the client’s account on ‘Halt’, which includes the withdrawal of any or all products and services if a client’s invoices remain unpaid above the payment terms, detailed on the client’s invoice.

8.6. All fees quoted are in Great British Pounds (GBP) and must be paid in this currency and are subject to VAT at the prevailing rate.

8.7 No refunds are payable to the client for prepaid services, deposits or set-up fees unless The IBC are unable to supply the ordered service or are unable to supply an acceptable alternative.

9. Expenses

9.1. The client agrees to reimburse The IBC with all out-of-pocket expenses necessarily incurred by any consultant of The IBC during the performance or delivery of the services described in the client’s Terms of Engagement Document. Such expenses will be invoiced in arrears on a monthly basis at cost plus 10% and will be supported by receipts. Unsupported expenses will not be billed.

10. Assignment

10.1. The client shall not assign, transfer or sub-contract the benefit and/or burden of this agreement without the prior written consent.

10.2. The IBC may assign, transfer or sub-contract the benefit and/or burden of this agreement.

11. Confidentiality

11.1. Each party to this agreement will at all times keep confidential information acquired in consequence of this agreement, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.

12. Indemnification

12.1. The client agrees that it shall defend, indemnify, save and hold The IBC harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against The IBC, its agents, its customers, officers and employees, that may arise or result from:

12.1.1. Any material supplied by the client infringing or allegedly infringing on the proprietary rights of a third party;

12.1.2. Any service provided or performed or agreed to be performed or any product sold by the client, its agents, employees or assigns.

13. Disclaimer

13.1. Please see are disclaimer at http://www.theinternetbusinesscoach.co.uk/disclaimer.html

14. Termination

14.1. The IBC will use all realistic effort to complete its obligations under the Terms of Engagement Document. If The IBC is unable to do so for reasons beyond our control it may terminate the customer contract by giving 28 days notice in writing. In such circumstances, The IBC shall render an invoice for any part of the service or product that has been delivered or completed and not previously billed. Where no work has been started no such bill will be delivered.

15. Non Solicitation of Staff

15.1. The client agrees that during the term of this agreement and for an additional period of 24 months after termination, the client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of The IBC or their contracted agents engaged in the performance of the services.

16. Dispute Resolution

16.1. All disputes or differences under or arising out of this agreement may be referred to a single arbitrator to be agreed upon by the parties or in default of agreement by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.

17. Invalidity

17.1. If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected.

18. Governing Law and Jurisdiction

18.1. This agreement shall be governed by and construed in accordance with the laws of England. The client and The IBC irrevocably submit to the exclusive jurisdiction of the English courts to hear and determine any proceedings issued in connection with this agreement and not referred to arbitration in accordance with clause 16 above.