Webinar Terms and Conditions

Last Updated 14 September 2022

TERMS & CONDITIONS

GENERAL TERMS AND CONDITIONS FOR A WEBINAR.

PURPOSE OF THIS AGREEMENT

The Customer wishes to purchase from the Supplier a live, interactive webinar and agrees to the terms and conditions contained in this agreement (the ‘Agreement’).

NOW IT IS AGREED as follows:

1.    DEFINITIONS

In this Agreement the following terms shall have the following meanings:

‘Authorised Users’ are employees and or members of the Customer(s) accessing the Webinar and Webinar Recording authorised by the Customer and Supplier;

‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

‘Commencement Date’ means the earliest of (i) the date of written acceptance by you of the terms of this Agreement; (ii) the date of payment of the Fee; and (iii) the date of the Webinar;

‘Customer’ means the person or firm which purchases Services from us;

‘Fee’ means the fees charged by the Supplier in relation to the provision of the Services as set out in Schedule 2;

‘Services’ means jointly the Webinar and / or Webinar Recording (if requested) provided to the Authorised User;

‘Supplier / we / us’ means Company name: Octopus MoneyCoach, a trading name of TW11 WEALTH MANAGEMENT LTD, Company No. 10339119, Company registered address: 8 Waldegrave Road, Teddington, Middlesex, TW11 8HT

‘Webinar’ means the live, interactive webinar of up to 1 hour to commence on the Webinar Delivery Date.

‘Webinar Delivery Date’ means the date confirmed by the Supplier to the Customer, or such other date as the Supplier may agree in writing.

‘Webinar Recording’ means the recording of the Webinar made available to the Customer, upon request, after the Webinar as detailed in Schedule 1.

2.    COMMENCEMENT

2.1  This Agreement starts on the Commencement Date subject to the terms of this Agreement.

3.    FEES

3.1 The Customer shall pay to the Supplier the agreed Fee for the Services being £1,250 plus VAT or such other sum as may be detailed in Schedule 2:  in each case on or before the earlier of:

(a) the date which is 10 (ten) days after the date of signing of this Agreement; and

(b) the date which is 5 (five) days before the Webinar Delivery Date

with such payment being in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of this Agreement

4.    LICENCE

4.1  The Supplier grants an Authorised User a non-exclusive, non-transferable, limited licence to access and use the Webinar Recording from time to time made available to the Authorised User only to allow Authorised Users unable to join the Webinar on the Webinar Delivery Date to view the Webinar.  This licence is subject to the following limitations:

(a)     The right to electronically display Webinar Recording is limited to the display of such Webinar Recording only to the Authorised Users;

(c)     The right to retrieve and store machine-readable copies of the Webinar Recording is limited to the retrieval of a single copy of a reasonable portion of the Webinar Recording and storage of that copy in machine readable form for no more than 90 days, primarily for the viewing of the Webinar Recording by the Authorised Users, to the extent the storage of the Webinar Recording is not further limited or prohibited by the Additional Terms.

4.2  Except as specifically provided in Sections 4.1, the Authorised User is otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using the Webinar Recording.  All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.

4.3  All right, title, and interest (including all copyrights and other intellectual property rights) in the Services (in both print and machine-readable forms) belong to the Supplier or its third party suppliers.  The Customer and or the Authorised User acquires no ownership of copyright or other intellectual property rights or proprietary interest in the Services, or copies thereof.

4.4  Except as specifically provided herein, the Customer and or the Authorised User may not use the Services in any fashion that infringes the copyright or proprietary interests therein.

4.5  The Customer and or Authorised User may not remove or obscure the copyright notice or other notices contained in the Services.

5.    ACCESS TO SERVICES

5.1  Only Customer’s Authorised Users authorised by both the Supplier and the Customer shall be entitled to access and use the Services.

5.2  Content and features may be added to or withdrawn from the Services and the Services otherwise changed without notice.

5.3  The Customer must ensure that each person having access to the Services: (a) is an Authorised User; and (b) is using those Services only in accordance with this Agreement and the Additional Terms.

5.4  All reasonable efforts will be made to ensure that the Webinar takes place on the Webinar Delivery Date and time. In the event that the Webinar does not take place, an alternative date/time will be scheduled. The Supplier reserves the right to substitute speakers and or where events beyond its reasonable control prevent speakers from appearing.  The Customer accepts that there will be no right to any refund or cancellation in these circumstances.

5.5  The Customer consents to the Supplier monitoring the Authorised Users that access the Webinar, including the number of computers and their IP addresses to ensure that the Webinar is only being accessed by those Authorised Users.

6.    TERMINATION BY SUPPLIER

6.1  The Supplier may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it immediately and without liability for compensation or damages if: (a) the Customer/ Authorised User fails to comply with any of its obligations under this Agreement or any agreement or deed supplemental to it and the failure (if capable of being remedied) remains un-remedied for 14 days after being brought to the Customer’s attention by written notice from the Supplier; (b) the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, 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), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect; (c) the Customer commits any act which brings the Supplier into disrepute or which in the Supplier’s reasonable opinion is prejudicial to the Supplier’s interests; or (d) the Customer purports to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

6.2  In all other circumstances with the exception of the above the Supplier may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it on serving of 2 weeks’ notice.  The Supplier’s only obligation in this event shall be the pro rata refund of any charges paid in advance.

7.    CANCELLATION BY THE CUSTOMER

7.1  Customers who have purchased a Webinar may cancel their booking, on the condition that they do so in writing to their contact at the Supplier and copy in workplaces@octopusmoneycoach.com at least 14 working days prior to the Webinar.  The Customer accepts that it will not be refunded any amounts paid prior to cancellation. 

7.2  If the cancellation is due to circumstances beyond the Customers reasonable control, the categorisation of which will at the Supplier’s absolute discretion, an alternative date/time will be scheduled and the Customer will not be refunded. 

8.    LIMITED WARRANTY

8.1  The Supplier represents and warrants that it has the right and authority to make the Services available pursuant to this Agreement.

8.2  Except as otherwise provided in section 8.1, the Services are provided on an “as is”, “as available” basis and the Supplier makes no express warranties under this agreement, including without limitation that the services are or will be complete or free from errors or that information will continue to be available to the Supplier to enable the Supplier to keep the services up-to-date.

9.       LIMITATION OF LIABILITY

9.1  To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services available or not included therein, (b) the unavailability or interruption to the supply of the Services or any features thereof or any Webinar Recording, (c) Customer’s use or misuse of the Services (regardless of whether the Customer received any assistance from a Covered Party in using or misusing the Services), (d) the Customer’s use of any equipment in connection with the Services, (e) the content of the Webinar and the Webinar Recording, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of its obligations under this agreement.

9.2  “Covered Party” means (a) the Supplier, the Suppliers’ affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of the Supplier or the Suppliers’ affiliates; and (b) each third party supplier of the Services, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of the Services  or any of their affiliates.

9.3  The Supplier’s liability to the Customer for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited at the Supplier’s option to supplying the Services again or paying for their re-supply.  Nothing in this Agreement is intended to exclude liability for death or personal injury resulting from any negligence by the Supplier.

9.4  The Supplier’s liability to the Customer for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the Customer caused or contributed to that loss or damage.

9.5  Subject to clause 9.3, the aggregate liability of the covered parties in connection with any other claim arising out of or relating to the services shall not exceed the amount of the customer’s actual direct damages. The customer’s right to monetary damages in that amount shall be in lieu of all other remedies which the customer may have against any Covered Party.

9.6  Subject to clause 9.3, the covered parties shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with the services, or the failure of any Covered Party to perform its obligations, regardless of any negligence of any Covered Party.

9.7  The Services are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances.

9.8  Whilst reasonable efforts are made to keep the Services up to date, the Customer should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.

9.9  The Customer agrees that in the event that the Customer breaches the Supplier’s intellectual property contained in the Service it shall indemnify the Supplier for any actual or alleged infringement of any intellectual property right, including without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar property rights.  The Customer further agrees to indemnify and hold the Supplier’s affiliates and their respective officers, directors, employees and agents harmless from and against any and all liabilities, costs, losses, damages and expenses (including reasonable legal fees) associated with such claim or action. 

10.    MISCELLANEOUS

10.1 No waiver.  A waiver by the Supplier of any breach by the Customer of any terms, provisions or conditions of this Agreement or the acquiescence of the Supplier in any act (whether of commission or omission) which but for such acquiescence would be a breach shall not constitute a general waiver of such term provision or condition or of any subsequent act contrary thereto.

10.2  Entire understanding.  This Agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises, terms, conditions or obligations oral or written, express or implied other than those contained in this Agreement.

10.3  Variation.  No variation or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

10.4  Prior agreements.  This Agreement is in substitution of all previous contracts, express or implied, between the Supplier and the Customer which shall be terminated by mutual consent from the Commencement Date.

10.5  Law and jurisdiction.  This Agreement shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English courts in all matters regarding it except to the extent that the Supplier invokes the jurisdiction of the courts of any other country.

10.6  Notices

10.6.1  Any notice given under this Agreement shall be in writing and may be served: personally; by registered or recorded delivery mail; by email; or by any other means which any party specifies by notice to the other.

10.6.2  Each party’s address for the service of notices shall be the address set out above or such other address as such party specifies by notice to the other party.

10.6.3  A notice shall be deemed to have been served: if it was served in person, at the time of service; and if it was served by post, 48 hours after it was posted; and if it was served by email, at the time of transmission.

10.7  Contracts (Rights of Third Parties). Subject to clause 10.10 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10.8 Interpretation. In this Agreement words expressed in any gender shall where the context so requires or permits include any other gender.

10.9  No Assignment.  The Customer may not assign its rights or delegate its duties under this Agreement without the Supplier’s prior written consent.

10.10  Third Party Suppliers Each third party supplier of the Services has the right to assert and enforce this Agreement directly on its own behalf as a third party beneficiary.

10.11  Data Protection.

10.11.1  The Supplier will use personal information collected about Authorised Users for the purposes of (a) providing access to and use of the Services to Authorised Users, (b) providing customer support, billing and other similar activities related to the Services, and (c) keeping Authorised Users informed about products, services, offers and upcoming events and to improve the Supplier’s services.

DISCLAIMER

Your use of the Webinar is subject to the following:

We do not provide and are not providing advice. You are solely responsible for your use of, and/or any reliance on, the Webinar, responses to questions or the content of other materials. 

We are under no obligation to respond to your question or to respond within any particular timeframe. We may, at our discretion, publish your question (in an anonymised form) and our response as a Q&A document for other users to view, either in its original form or in a form edited by us. We may also remove any Q&A document at any time for any reason.

It is your responsibility to ensure that you do not include confidential, personal or other proprietary information in your questions.

SCHEDULE 1

SERVICES DETAILS

  1. Services:
  1. Webinar
  2. Webinar Recording (if requested)

SCHEDULE 2

CHARGES, COSTS AND PAYMENT

Charges

  • Fixed price:
  • The total charges for the Services are: £1,250 plus VAT.

Payment terms

The Customer shall pay the Fee to the Supplier at the earliest of either (a) within 10  Business Days of signing this agreement; OR (b) up to 5 Business Days before the Webinar Delivery Date.