Terms of Business
- APPLICATION OF THESE TERMS
- These Terms apply to all work done or services performed by Top 1% Club Ltd (“we”, “TOP”) for you. They can only be varied by an express written statement by one of our directors.
- Defined words: In these Terms, some words have defined meanings. They are set out in Clause Interpretation and Law. Defined words are mostly signalled by having an initial capital letter, and if the word is used without its initial capital it is being used with its ordinary dictionary meaning. There are a few defined words that are not capitalised (as it would make the Terms much harder to read) but they always have the defined meaning – they are ”we”, “you”, “including”, “virtual” and “writing”.
- You make us an offer subject to these Terms of Business when you make a Booking. Our contract is formed when we notify you that we accept your Booking. Proposal documents will only form part of our contract if expressly incorporated by the Booking and confirmed by our acceptance.
- We will start work when you accept our Booking. You can accept our Booking by letting us know that you accept, or by asking us to start work. Once a Booking is agreed, any postponement or cancellation will be subject to these Terms.
- There are four principal themes to the Services we provide.
- train: training programmes, delivered either in-house or on a public programme basis;
- coach, mentor: coaching and mentoring, provided on an individual and group basis;
- speak: keynote public speaking engagements;
- club: a membership club community of individuals.
The majority of these Terms apply to all our Services, but terms in paragraphs prefaced with train: or coach, mentor: or speak: or club: are specific to those Services only.
- EXPECTATIONS
- The scope and timetable for Services to be provided, and fees, are set out in the Booking. Direct expenses (e.g. travel) will be charged as an additional charge unless the Booking says otherwise. We can agree to alter a Booking by issuing a revised Booking or by an exchange of emails.
- Some cautions: we have designed our Programmes to provide insight, ideas, information, tools and strategies to help Participants achieve great things, but they are not and cannot be a universal panacea. Specifically:
- We don’t believe in silver bullet programs – only in hard work, adding value, building a real and professional career, and serving others with excellence and constancy.
- Our Programmes are intended to help Participants personally grow and develop as leaders so that they can create a more fulfilling lifestyle in their business and personal world.
- We cannot and do not make any guarantees about your ability to get specific results or achieve particular goals. Your results in life are up to you and we help by giving great insights, clarity, a plan, direction and strategies that move you forward.
- All our products, programmes and services are for educational and informational purposes only.
- None of our content or curriculum comes with a promise or guarantee of results or future success.
- None of our content or curriculum constitutes legal, medical, financial, tax or other professional advice. We urge Participants to take advice from appropriately qualified professionals for their legal, medical, financial, and tax affairs.
- Any success stories from previous Participants are illustrative of what is possible and are not and should not be considered average or promises for actual or future performance or outcomes that you will achieve.
- train: We will deliver the training described in the Booking. The value derived by Participants will largely be determined by their willingness to apply and practise the learning offered beyond the classroom and within their own environment.
- coach, mentor: Our coaching and mentoring services are designed to align with supporting you on your top 1% journey.
- speak: Our aim is to support you in having the best possible Session, and these Terms and our Booking set out the general obligations on both of us and the actions we need from you in order to make this happen.
- club: The Club is a global community of accomplished, dedicated and driven professionals, a network designed to help you live a higher level of life in both your personal and business world.
- Our intention is that your membership of the Club will provide you with insight and establish a framework of accountability for you to develop your leadership capabilities and style.
- The Club gives you access to special live events, connects you with other accomplished leaders, and grants you access to exclusive experiences and retreats in extraordinary locations.
- There are different levels of membership of the Club, offering different levels of support, resources and participation. The benefits of each level of Club membership are described on our website at www.TopOnePercent.club when the club is open for enrolment. We reserve the right to vary or suspend particular elements of Services from any level of Club membership if in our opinion such changes will improve the productivity or effectiveness of the Club experience for members, or where in our opinion a service element is no longer contributing productively or effectively to the Club member or tribe experience.
- BUSINESS ARRANGEMENTS
- B2B or B2C: Depending on your identity, our service may be provided on a ‘business-to-business’ or (if you are contracting with us personally) on a ‘business-to-consumer’ basis. If we are contracting with you on a consumer basis, you may have additional cancellation rights depending on the jurisdiction of our contract. We will honour your statutory cancellation rights, but you will be obliged to pay for Services that you have used and products you have downloaded.
- Authority: The person named in the Booking will be our main contact and has the authority to agree payments and tell us what work to do. We will not order any goods or services on your behalf unless it is authorised by that person.
- The primary Provider(s) of Services may be identified in the Programme, and are assigned by us on the basis of their suitability and availability. We reserve the right to change the individual providing service in accordance with our assessment of suitability or other factors so as to provide appropriate support in your Programme.
- BUSINESS CONTINUITY AND RESILIENCE
- Holiday, sickness and emergency cover: We may nominate one or more substitutes for holiday and sickness cover.
- Expertise and focus: From time to time we may use experts to supplement our own expertise where such expertise is needed and not already provided by a third party contracted directly with you.
- Availability and deadlines: We may delegate elements of your work, or entire projects, to suitably qualified members of our team to provide appropriate depth of resources to meet your business deadlines.
- All our team are contracted to confidentiality and appropriate GDPR standards where necessary.
- OUR ROLES AND RESPONSIBILITIES
- We will use our reasonable endeavours to deliver Services according to the timetable described in the Booking.
- We will make the Provider (or a suitable substitute) available for the time specified for a Session.
- We shall have the right to change the Provider at our absolute discretion
- Group Sessions: We aim to ensure that Group Sessions and the group experience is positive and productive for all Participants. In support of that, we reserve the right in our absolute discretion to require a Participant to leave a Session forthwith if we deem their behaviour inappropriate, disruptive, or detrimental to the learning opportunity for others, and we shall not be liable to provide any substitute or replacement Session or Services for a Participant so excluded.
- speak. We prepare for a talk or workshop of the specified length. If you have changes on the day, requiring a shorter slot time or a longer one, we will do our best to accommodate you, but we may not be able to provide the quality of delegate experience originally specified.
- train, speak. Unless otherwise specified in the Booking, we will provide speaker biographies, pictures and copy identifying what we are doing for you.
- train, speak. If the Booking includes us promoting the Session by marketing it or engaging in your marketing process, you must produce a schedule of key dates by which we shall have the material, and when you want material from us. While we want your Session to succeed and are happy to quote our services to include marketing support (if specified in the Booking), it is not always possible to respond to short-notice requests. We reserve the right not to respond to such requests if they are not made in accordance with an agreed schedule or in a timely fashion.
- train, speak. Any marketing material, pictures, bio are licensed to you for use in promoting the Session we are Booked for. You may not use it for any other purpose unless expressly authorised.
- club. We will implement your Programme with reasonable care, skill and ability. We may vary or adapt your Programme as it progresses as we deem to be in the interests of the Club and its membership.
- Group Sessions will take place as confirmed by email, and may be subject to change. Group Sessions start and finish on time, regardless of when you link up to it.
- YOUR and Participant’s RESPONSIBILITIES
- You agree to comply with the provisions of these Terms and the stipulations set out in your Booking. If you are entering into a Booking which requires us to provide Services to Participants other than yourself personally, then you shall ensure that your Participants are made aware of and agree to comply with the provisions of clause 6 and of clauses 9, 10 and 13.
- Participants agree to complete coursework in good time and consistently through the Programme. You recognise that you and/or your Participants will be unlikely to derive the potential benefit from a Programme unless the requested information is provided in good time, course work is completed diligently, and your Participants engage wholeheartedly with their Programme.
- Substitution of Participants for a Session may only be made with our prior written agreement. If your Participant does not attend a scheduled Session, no substitute Session will be provided.
- You will keep your user details and password for access to any element of your Programme strictly confidential and not disclose them to any other person.
- You shall not promote or sell products or services to other Participants in or during any part of your Programme without our prior written consent.
- You will ensure that you and your Participants have access to suitable IT equipment (including appropriate hardware and software) and adequate internet connection speeds to connect to virtual services, including a suitable laptop, PC, tablet or device with speakers and microphone or headset. It is your responsibility to ensure that your hardware and software are and remain fit for the purposes of Participating in Services.
- You will ensure that your authorised Participants shall create their own user and login access, and shall also ensure that your Participants always use their own individual login details.
- You will notify us promptly as soon as the expected date of termination of the employment of a Participant is known and shall confirm to us when the employment of a Participant terminates, as they shall no longer be an authorised Participant on your account.
- A Participant in a group Session must refrain from disclosing any information or making any statement that could be regarded as slanderous, libellous, breach of contract or breach of data protection rules on their part. Participants are not ‘off the record’ in any way in a group Session.
- When participating in your Programme, the information you share and your behaviour towards other Participants shall be polite, respectful and not offensive. We acknowledge that challenge may sometimes be appropriate and helpful, but offensive or hostile behaviour towards or in relation to other Participants is not permitted.
- Participants will not, in any context in relation to Services, either on or outside our platforms, post material or make comments that are likely to be or intended to be or are any of the following: in breach of any person’s rights; defamatory; obscene; sexually explicit; discriminatory; violent; threatening; promoting illegal activity; deceiving any person; harassing or causing anxiety to any person; bringing us into disrepute.
- train, coach, mentor, speak. Unless otherwise stated in the Booking you will provide or arrange at your own expense:
- the premises;
- appropriate audio and visual equipment for the Session;
- speak: appropriate joining instructions, security clearance (where relevant) and a mobile number of someone on site who can reached one hour before the Session start time; and
- speak: access to the venue where the Session is due to take place at least one hour before the start time, for our Provider and any support crew (e.g. photographer, videographer etc).
- club. Club membership may be private (for an individual), or company group membership. Club Members acknowledge that:
- results are not guaranteed;
- tools, resources and support are to provide a framework for improvement, but can only have effect if implemented by you;
- you have to commit to take action and follow through on assignments; and
- you will answer the Onboarding Application honestly, and participate with integrity in your Programme.
- You will ensure that any of your Participants who leave your employment shall securely delete or destroy all copies of any Materials held by them or under their control, shall make no further copies of any Materials, and shall require that the outgoing Participant warrants to you in writing that such deletion and destruction has taken place and that no further copies of Materials have been made.
- Eligibility and Participation. Our training programmes are exclusively designed for individuals seeking personal or professional development outside of the coaching industry. To maintain the integrity of our offerings, we do not permit coaches or individuals representing coaching businesses to attend our training sessions or join our club. This policy ensures that we can serve our primary audience effectively, without sharing proprietary methods or strategies with competitors. We reserve the right to refuse participation or remove attendees who do not meet this eligibility criteria.
- FEES AND EXPENSES
- Fees are due as described in the Booking. If the Booking does not specify a payment date, payment is due within 14 calendar days of the invoice date. The Booking may provide for staged fees or deposits, but the obligation to pay for the whole Programme arises immediately upon our acceptance of your Booking. If you do not pay any invoice by the due date, we may at our absolute discretion cancel, suspend or reschedule further work, and the whole balance of the Programme fees becomes immediately payable. While payments are overdue, no further attendance at Sessions is permitted, the right to use Materials is suspended, and no rebate will be allowed for missed Sessions or the suspension of the right to use Materials.
- Monthly payments: If your Programme allows for monthly payment of fees, payments of monthly fees are due in advance on the same day of the month as your date of joining the Programme. Payments must be made by direct debit or by credit card continuous payment authority. If any payment is not made on the due date, your participation in the Programme (and access to the Programme by you and your Participants) may be immediately suspended until you bring your payments up to date. If you fail to make any payment for a fixed term Programme at the due date, all the unpaid instalments become immediately due and payable in full.
- Expenses: Our rechargeable expenses are specified in the Booking. All your own costs and expenses for participating in any part of your Programme are your responsibility.
- Additional work: Additional work outside the scope of the original Booking will be charged at the rates specified in our Members’ Rate Card.
- train: All equipment and facilities needed to deliver the training, including room hire, equipment hire, licenses and rentals for third-party Materials, will be charged separately unless the Booking specifies they are included in your fee.
- Overruns: We shall have the right to charge for all booked Sessions and to charge additional fees at the rate specified in the Members’ Rate Card for time overruns on Sessions.
- Fees shall be paid in pounds sterling in England. Payments must be made net of transaction and currency fees.
- There is no right to any refund of fees paid, whether because you are unable to attend Sessions or for any other reason whatsoever.
- Late/underpayment: We reserve the right to charge interest on overdue amounts at the rate set out in the Booking. If no rate is specified, we will charge interest at a reasonable commercial rate to be determined at the time of invoicing. Your subsequent payments will be applied to interest and finance charges first and then applied to fees/costs outstanding.
- While fees are overdue, we may suspend the participation of you and your Participants from the Programme until payments (including interest if applicable) have been brought fully up to date.
- Any time and expenses incurred in responding to your requests to audit data for GDPR compliance or complying with an external body’s legal requirements to disclose information or submit to audit may result in charges at our normal hourly rate for the work incurred.
- Upon termination of a Booking, further time-based charges may be incurred in handing over or returning data, or responding to enquiries. This would be charged at the Members’ Rate Card rate.
- speak. When a Booking is agreed, 50% of the fee is due for payment. The balancing 50% of the fee is due for payment one month before the scheduled Session date.
- RESCHEDULING AND CANCELLATION
- Once a Booking has been confirmed and we have determined the schedule for Sessions, subject to the remaining paragraphs of this Clause the Session dates and timings are fixed, and TOP time and resources have been committed to them.
- If we have to reschedule any Session, we will provide you with as much notice as possible of changes by emailing you. The timing of Sessions shall always remain at our absolute discretion. We shall endeavour to post timings of and alterations to Group Sessions in good time on an appropriate part of our website.
- For Group or In-house Sessions, if Force Majeure Circumstances mean that a Session cannot be run at the originally specified time, we will use our reasonable endeavours to provide a substitute Session within 30 days, but no liability shall attach to us if that proves to be unworkable and the session is further delayed or cancelled.
- Where a Participant requests that an Individual Session be rescheduled, you must give at least one full week’s notice, and we will offer you a replacement date as soon as conveniently possible. If you re-schedule an individual Session on less than one week’s notice, we will already have committed that time and cannot guarantee replacement work, so we will treat that as a cancellation of that Session by you in which case you will not be entitled to demand a replacement Session or any refund of fees. All Individual Sessions in your Programme must be taken during the Programme period and you must agree to reasonably even spacing of dates. If you delay Sessions so that they cannot all be completed during the Programme period, untaken Sessions will be treated as cancelled by you – and you shall not be entitled to demand replacement Sessions or any refund of fees.
- For In-house Sessions, rescheduling requests must be made at least one full week ahead of the originally booked date. Rescheduling requests with less than a week’s notice are cancellations and you will not be entitled to demand a replacement Session or any refund of fees. All In-house Sessions in your Programme must be taken during the Programme period and you must agree to reasonably even spacing of dates. If you delay Sessions so that they cannot all be completed during the Programme period, untaken Sessions will be treated as cancelled by you – and you shall not be entitled to demand replacement Sessions or any refund of fees.
- Participant(s) who do not attend a Session that is included in their Booking shall be treated as having cancelled their Session attendance without notice and shall not be entitled to demand a replacement Session or any refund of fees.
- CONFIDENTIALITY, PUBLICITY AND DISCLOSURE
- Your information and our confidentiality: You may need to share Confidential Information with us. Our support will involve you disclosing sensitive and private information, including fears, anxieties, goals, future plans, business affairs, and career information. We will treat your private information in the strictest confidence, and will only use or disclose it:
- as may be necessary for the effective performance of Services to you; or
- as has been expressly authorised by you; or
- as is required by law or where it is essential that we disclose it for legal or insurance purposes; or
- where we keep information to maintain our records of what we did for you; or
- where we reasonably consider it necessary or advisable to prevent illegal acts or harm to you or others.
- Protecting your own information: Remember that you are publishing information that you disclose at Group and In-House Sessions. Although other Participants are under confidentiality obligations as set out in these Terms, we give no warranty or undertaking that information you disclose in Sessions will be held confidentially by persons other than ourselves.
- Documents and information: We may need to agree a safe and secure system of you sending us your confidential documents and information (and us returning them to you). We do not agree to be liable for data that is not securely transmitted to us.
- Passwords: Any passwords that you give us or that we give you are for the exclusive use of the person to whom the password has been given. We will report any password changes required by site security and make sure you have up-to-date access in line with the Services included in your Programme.
- Log-ins: Where you wish us to access your systems that contain information that identifies living individuals, you should provide us (at your own expense) with a unique log-in to your existing software platforms and systems.
- Participant information: You warrant for yourself that you, and warrant that you will ensure that your Participants, will treat all information obtained about any other Participant or their organisation or their employer as strictly confidential, and not disclose or use it for any purpose whatsoever unless that person expressly authorised that use or disclosure of that information in writing or that information is already in the public domain without breach of this clause to you
- speak. If you ask, we will provide Provider biographies, pictures, and copy identifying what we are doing for you. Any promotional material, pictures, or biographies are licensed to you for use in promoting the Sessions that we are booked for. You may not use it for any other purpose unless expressly authorised.
- INTELLECTUAL PROPERTY RIGHTS
- Information that we provide you in the course of a Programme and in Sessions, including Materials, and the methodologies we apply in the delivery of Services, are copyright information and/or trade secrets of our business. Rights in all Materials are and shall remain our absolute property.
- On payment of our fees and charges, we grant you a royalty-free, non-exclusive licence to use the Materials for the duration of your Programme, your licence being limited as described in this Clause. If you want you or your Participants to have additional rights to disclose or use Materials, you must ensure that appropriate provisions are added to the Booking, or that subsequent written permission has been granted by us. This will usually involve additional fees.
- Your licence and the licence of your Participants to use Materials is suspended forthwith while any payment due to us is overdue. Your licence is restored once all payments due (including interest if applicable) have been received by us.
- You need the express written permission of a TOP director, on a case-by-case basis, to do any of the following things with Materials, and until you have our written permission and satisfied any conditions there contained (including as to payment), you may not do any of these things:
- authorise any other organisation (including any of your associated companies or firms or any subsidiaries) to use any part of those Materials;
- use or copy or adapt any part of those Materials for writing any article or blog, or producing or contributing to any manual or any other published material;
- use any part of Materials relating to any Session for training or advising someone other than a Participant who was registered with and accepted by us as an attendee at that Session;
- edit or extract any part of Materials into another document or format or medium;
- continue to use Materials after the end of your Programme;
- permit or allow or facilitate any person, firm or organisation to breach our Rights in Materials;
- remove our copyright claim from any Materials.
- No rights to use Materials whatsoever are granted unless and until fees and expenses and all other charges due have been fully paid.
- You promise not to breach any third-party copyright rights in sending us material to work on. You promise not to use any confidential or restricted information that belongs to someone else in sending us work. You will indemnify us against all costs, expenses and damages if a claim is made against us that our use of Materials provided by you breaches any third-party Rights.
- We will use Materials that we have the right to use. This may include third-party material. You will ensure that our Rights and those of our third-party suppliers are respected.
- You may only photograph, record, or video any Session or part if this is expressly agreed in the Booking. If we have agreed to you making recordings:
- you will provide us with a copy of each recording promptly after the Session;
- the content delivered by us that is captured by you or on your behalf will remain our absolute copyright;
- your use of the recording may be subject to a repeat fee or license fee levied by us;
- you may only use your recording for your own private study, and shall not share it with any other person.
- In any event, you may not circulate any slides or material containing our images or images of us or material we have provided or delivered, for use at a later date or for other Sessions, or replays, or for any other purpose, without our express consent.
- We may record and monitor Sessions. We may publish the complete recordings or edited highlights. You agree that all property rights of any nature in the content of Public Sessions belong exclusively to us.
- You authorise us and warrant that you shall secure that your Participants similarly authorise us, to use your image and voice in such recordings without further consent or other conditions from you. We may use such recordings, and edit, copy, adapt, translate or add to them for the purposes of or in promoting future programmes or Sessions or in creating future products or programmes. You agree to waive your moral rights under the Copyright, Designs and Patents Act 1988, or any re-enactment thereof, and any similar protection under any other jurisdiction, with respect to recordings or any part of them of Sessions attended by or contributed to by you.
- On demand, you agree to effect a formal assignment to us, all copyright and other intellectual property interests and performance rights throughout the world that may exist in your contributions to all recordings we make of any Session. You agree that such assignment shall be perpetual, shall apply from the date that such rights arose, shall be royalty-free, and that you shall not do anything to prevent us from exercising our rights over the recordings described in the previous paragraph.
- speak: Only with our express written permission in advance may your Participants or your publicist take photos and videos for sharing on social media when the Session is live. If such consent is given, such photo and video records shall not be recombined by you (or your agents or associates) to form any product or record that publicises a future Session, or is available to delegates in any form, unless we have given our express written consent in advance, which may be subject to such conditions as we deem appropriate.
- speak: If we agree to be photographed, recorded or filmed at your Session, you will promptly provide us with the best quality copies of all material in editable format with the rights to use and edit them for our own purposes. You will ensure the proper transfer of rights from third parties to us.
- speak: We reserve the right, unless expressly excluded in the Booking, to bring our own video and sound team to record the Session.
- speak: If you wish us to submit slides or handouts in advance of the Session, you must provide us with a schedule of deadlines and dates in the Booking. We cannot always accommodate sudden requests for submission of material.
- DATA PROTECTION /data privacy
- Personal Data about you and your Participants and other of your people that we collect in managing and administering Programmes will be held by us in accordance with our data protection policy. You agree that any Personal Data that you collect or use about any of our people shall be processed in accordance with Data Privacy Law.
- We acknowledge our obligations with respect to Personal Data under the Data Privacy Law. We are normally acting as the ‘data controller’ of Personal Data that we process, and we implement appropriate technical and organisational measures to ensure processing is performed in accordance with Data Privacy Law.
- We and you will each cooperate with the other to provide reasonable assistance in complying with our respective Data Privacy Law obligations in connection with Services.
- When you want us to access or use Personal Data about someone other than you (3rd party data), you must complete the appropriate Data Processing Form and send a copy by email from your usual business address.
- We will process Participant and Team Member Personal Data (“3rd Party Data”) on your behalf only in response to your written instructions (which may be in the Booking, Data Processing Form, or in separate emails or documents) except where we are required by law to do so or in compliance with our insurers’ requirements.
- coach, mentor: We are subject to a duty of confidence. Information disclosed by Participants shall remain confidential to Participants themselves and content of Sessions shall remain confidential between the Participant and coach. The date of Sessions and their duration and attendance shall be disclosable to the client.
- We will take appropriate measures to ensure the security of our Processing of your 3rd Party Data.
- We will assist you in allowing 3rd parties to exercise any of their GDPR rights (including subject access). This will result in additional time-related charges in accordance with the Members’ Rate Card.
- We will apply the security measures you set out in your written instructions for protecting and securing your data.
- We will email you if we become aware of a Personal Data Breach. We will assist you in your investigations in establishing how this occurred. We will assist you, as you may reasonably require, in meeting your GDPR obligations in relation to the security of Processing, the notification of Personal Data Breaches and data protection impact assessments. This will result in additional time-related charges in accordance with the Members’ Rate Card.
- If you ask in writing, we will delete or return all 3rd Party Data supplied by you, except where we are required to retain it for legal, insurance or our supervisory body’s purposes. This will result in additional time-related charges in accordance with the Members’ Rate Card.
- We will delete all 3rd Party Data from systems within our control within six months of the end of the Booking without returning copies to you. We will still retain information required for legal and insurance purposes in accordance with our data privacy policy and data retention periods.
- We will tell you immediately if we believe we are asked to do something infringing the GDPR or other data protection laws of the EU or a member state. We are not legal experts and it is up to you to take appropriate legal advice on how to comply with GDPR rules and regulations.
- If you have instructed us to do something we believe is not within the law, we reserve the right to take advice from the Information Commissioner’s helpline and to act in accordance with their indications or advice.
- It is your responsibility at all times to specify suitably secure platforms and processes and to share data with us in a secure way.
- LIABILITY LIMITATION AND INDEMNITY
- While we use every effort to help you secure great outcomes from our inputs, we can give no warranty that you will achieve particular results in your business or personal life from your participation in your Programme.
- You acknowledge that you are responsible for your own physical, mental, and emotional wellbeing and your decisions, choices, actions and results.
- You acknowledge that Services do not involve the diagnosis or treatment of mental disorders, are not a substitute for appropriate therapeutic interventions, and it is your responsibility to seek appropriate advice from legal, medical or other qualified professionals if needed.
- Virtual Sessions: Virtual Sessions are held on third-party secure servers. We take reasonable steps to ensure that online content is available at all times during your Programme, but we shall have no liability to you if any content (provided by us or added by you or other contributors) is not available or becomes corrupted in whole or in part at any time.
- Force majeure: We will not be liable to you or to any Participant for failure to provide Services where it is not reasonably practicable to do so due to circumstances beyond our reasonable control (“Force Majeure Circumstances”). This will include where the Provider is taken ill or has a family crisis in their immediate family. This will also include when the British Foreign Office advises nationals not to travel to the location where the Session is due to take place. We will take reasonable steps to suggest alternative arrangements, offer a suitably qualified substitute, create a virtual Session or find alternative dates.
- Indemnity: You will indemnify us against all claims, damages, losses, costs or expenses (including professional fees) for any liability arising from any unauthorised use of your online account with us. You will also indemnify us against any fines, costs, expenses, losses or other harm that comes to us from following any unlawful instruction or instruction to act in an unlawful way that was given by you.
- Limitation of liability: We have quoted you a fee based on these Terms and the limitation of liability set out here. Before contracting for work to be done, you may request that we agree to a higher limit of liability (provided insurance cover can be obtained therefor), in which case our fee rates may be adjusted upwards or an additional charge may be made.
- There shall be no personal liability of any of our principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of Services or relating to the supply of products or Services.
- We shall have no liability for any special, indirect, consequential or pure economic losses, costs, damages, charges or expenses suffered or incurred by you, however, caused, including, but not limited to, loss of anticipated profits, goodwill, reputation, business receipts or contracts, loss or corruption of data, or losses or expenses resulting from third party claims.
- Subject to the terms of the next paragraph, our aggregate liability to you, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the cost of the provision of the Services to you in the six months immediately preceding the last of the occurrences complained of as giving rise to any such liability.
- Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us for death or personal injury resulting from our negligence or the negligence of our employees, agents or sub-contractors, or for any other matter for which liability cannot be legally excluded or limited.
- RESTRICTION, NON-SOLICITATION
- You may be working with our associates and employees who support us. They are all under contractual terms that prohibit them from working directly for our clients for a period after they work for you. If you want one of our team to work directly for you, we would consider agreeing with you to release them from their contractual obligations for a suitable fee representing the all-in cost of locating, recruiting and training a substitute and our loss of profit during this period.
- Unless and until we have made such an agreement referred to in the preceding paragraph, you agree that for the period of two years following the last occasion of our providing Services for you, you will not, whether directly or indirectly, on your own behalf or on behalf of another, solicit any of our employees or associates to end their engagement with us or to work in competition with us, nor will you employ or engage them in any capacity nor offer them any office so that their capacity to provide service or services to us was reduced or they would to any extent therefore be working in competition with us.
- club: You agree that you will not seek to recruit nor shall you engage (whether as an employee, consultant, freelancer or otherwise) any Participant employed by another Club Member while you and that other Club Member are members of the Club and for six months after the first of you and that other Club Member has left the Club.
- POLICIES AND PROCEDURES
- Resolving problems: If there is anything about your Programme that is not going as you want, or if you have any query or complaint, speak to us straight away.
- Health and Safety: When working at our own premises, we are responsible for our own health and safety.
- Working at Your Premises: When working at Your Premises or a venue organised by you we are covered by your health and safety policy or, if applicable, the venue’s health and safety policy. Please make sure you give us a copy of any rules you wish us to abide by.
- Group working: When you are participating in group working you must abide by the group rules and treat everything in the group as confidential information. You must treat your fellow Participants with respect and give them the space to express themselves without worrying that you will judge them or prevent them from speaking.
- TERMINATION
- Termination of a contracted Booking shall not affect rights and obligations already accrued prior to termination (including the obligation to pay all fees, and reimburse expenses already incurred), and shall not undermine the continued enforceability of the confidentiality and intellectual property obligations set out in these Terms.
- The contract evidenced by the Booking and these Terms may be terminated by either party:
- Forthwith by written notice if the other party has committed a serious breach of contract which is not capable of being remedied within seven days;
- In the case of a breach that is remediable within seven days, forthwith by written notice seven days after the issue of a written warning notifying the offending party of the breach of contract and requiring its remedy within seven days, and that breach having not been remedied by the offending party within that time.
- INTERPRETATION AND LAW
- Definitions: In these Terms, the following words or phrases have the meaning set out in this clause.
“Booking” the document agreeing the specifics of the Services that we are undertaking for you. This might be a proposal which you have accepted, a website landing page on which you have purchased a product or service from us, or a Booking Form with a Programme description that you have agreed to.
“Clause” a numbered section of these Terms including all its subsections.
“Club” refers to a package of Services provided in a supported membership group environment, offering a mix of coaching, training and mentoring services. And “Club Member” means the person, firm or organisation contracting with us to be a member of the TOP Club.
“Confidential Information” all information:
- you discover about us or we discover about you or anyone discovers about any Participant as a result of or in connection with Services; and
- which is about or relating to that other party/Participant or their business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or their people (including their directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).
However, “Confidential Information” does not include information that is openly published by that other party/Participant, or information that is publicly available without breach of the confidentiality obligations of these Terms.
“Data Processing Form” the Form completed by you setting out the framework of the processing of personal and other data required by the Booking.
“Data Privacy Law” the EU General Data Protection Regulation 2016/679 (as amended and replaced from time to time) (“GDPR”) and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC, and as amended and replaced from time to time), and all English legislation implementing, varying or applying those provisions or governing the processing of Personal Data from time to time (including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Data Protection Act 2018, as amended or varied).
“Force Majeure Circumstances” Force Majeure Circumstances apply where it is not reasonably practicable for us to provide some element of Services due to circumstances beyond our reasonable control, including war, insurrection, riot, civil disobedience, political disturbance, imposition of government regulation, natural disaster, adverse weather, epidemic, disease
“including” the word “including” shall not imply any limitation on the generality of the concept or thing of which examples are being given.
“Materials” means written, audio and visual materials used or produced in the course of or to support delivery of or included in the output of or generated during the delivery of Services, including proposals, handouts, videos, audio recordings, video recordings, calculations, questionnaires, games, case studies, explanatory material, presentations, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, trainer notes, reference material, prototypes.
“Members’ Rate Card” the rate card showing charges for additional Services beyond those covered by a Booking, available on application to us.
“Participant” means any individual invited to attend or attending a Session, participating in one of our Programmes, or given authorised access to Materials, and “your Participant” refers to you and anyone you have designated and we have accepted as a Participant.
“Personal Data” information about identifiable living individuals.
“Personal Data Breach” breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data.
“Your Premises” your offices or sites or any venue arranged by you. This also includes venues arranged by us on your instructions.
“Processing” when applied to Personal Data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.
“Programme” refers to a package of services or programme of Sessions and resources provided by us, for example, a training or coaching or mentoring programme, membership of a group or club that is managed or supported by us, or a speaking engagement or series of engagements; and “your Programme” refers to the Programme which is the subject of your Booking.
“Provider” the individual selected by us and identified in the Booking to provide the particular element of the Services.
“Public Session” a Session which is attended by more than one Participant.
“Rights” includes:
- intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and
- the right to apply for or register any such protection, and
- all rights relating to trade secrets and other unpublished information.
“Services” goods and services provided or supplied by us, or sourced by us for you, including development and design, training, coaching and resources, and including strategy calls, coaching calls, discovery calls, masterclasses, accountability sessions, other Sessions, and Materials
“Session” a Session of providing Services, including a coaching or training or mentoring session, a speaking booking, or an occasion of support or delivery of Services by us in the context of a Club membership, and in any case whether provided online, in person, individually or in groups.
An “In-house Session” is one involving a number of Participants from one client; a “Group Session” is one involving a number of Participants; and an “Individual Session” is a one-to-one coaching or mentoring session with a single Participant.
“3rd Party Data” Personal Data about an individual other than you.
“Team Member” any individual about whom information is shared with us as part of researching, organising, or delivering Services.
“Terms” these Terms of Business.
“TOP” TOP Club Ltd, a private limited company registered in England with company number 12208255
“virtual” refers to Services delivered over the telephone or Internet.
“You” refers to our client, that is the person, firm or organisation paying for Services to be performed by us, and, wherever the context allows, includes all Participants.
“We” and “us” refers to TOP Club Ltd, a private limited company registered in England with company number 12208255.
“writing” we communicate “in writing” with each other by email (deemed received on the day of sending to the email address provided by the other party)
- Third-party rights: these Terms confer rights on you with respect to other Participants and parallel benefits for other Participants with respect to you. Please note that the Contracts (Rights of Third Parties) Act 1999 allows for the direct enforcement by you and other Participants of those rights and benefits. These Terms also provide rights for our principals, directors, partners, employees, agents and sub-contractors which are intended to be directly enforceable by them.
- Assignment: You may not assign your rights under our agreement, without our prior written consent.
- Variation: No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
- No waiver: If we or you delay or fail to enforce any term of a Booking or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.
- Severability: If any provision of a Booking or these Terms is or becomes invalid, illegal or unenforceable, words shall be struck out to the minimum extent necessary to make the term enforceable, or if that is not possible the offending provision or part-provision shall be deleted. The validity and enforceability of the rest of these Terms shall be unaffected.
- Entire agreement: You acknowledge and agree that the contract evidenced by the Booking and these Terms is the entire agreement between us relating to your participation in your Programme and the rights and obligations flowing from that, and in entering into the contract you have not relied upon any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to your Programme other than as expressly set out in the Booking and these Terms.
- Law and jurisdiction: All contracts for the supply of goods and/or services by TOP are governed by English law and subject to the exclusive jurisdiction of the English courts.
SCHEDULE
ADDITIONAL TERMS FOR RETREATS
- ONBOARDING QUESTIONNAIRE
- Before we can confirm your Booking, you will need to provide us with some personal information so that we can assess your suitability for the event. The precise information required will vary from retreat to retreat.
- TRAVEL DOCUMENTS, IMMUNISATIONS, MEDICAL INSURANCE
- For retreats outside the UK (or your home country, if you are not a UK.citizen), you must carry a valid passport and have obtained all other required travel documents (visas, permits, certificates etc.) for the country(ies) you will visit during your retreat.
- For many countries, your passport must be valid for at least 6 months beyond the duration of the event; please make sure to research the applicable passport requirements for each country you plan to visit and ensure you can comply with them.
- It is your responsibility to ensure that you are in possession of all required travel documents which are valid for your trip. We are not responsible if you are refused entry to a country because you lack the correct travel documents.
- Please ensure that you have appropriate immunisations for planned destinations, and proof that they are up to date.
- It is mandatory that you are covered by appropriate sickness and injury insurance for the destination countries, and we may require to see proof of your policy.
- RETREAT DETAILS
- What is included in the retreat, and the price, will be described on our website. These will be confirmed and additional details may be provided in the confirmation email.
- The retreat price will not include:
- flights/airfare to the starting point of your event
- excess baggage charges
- travel documents fees (passports, visas, etc.)
- travel insurance
- alcoholic beverages
- optional activities
- gratuities
- personal expenses
- any other items listed on our website or welcome information under “What’s not included”
- CANCELLATION BY US
- We reserve the right to cancel any retreat at any time up to (and including) the 61st day before the scheduled start date. In that event, you will receive a complete refund of all monies paid less bank transfer costs.
- In addition, we reserve the right to cancel any retreat at any time if, due to natural disaster, political instability or other disruptions or other circumstances beyond our control, the operating of the event would be unsafe or otherwise unviable. In this situation, you will receive a refund equal to the monies paid less any costs incurred by TOP which are not recoverable minus bank transfer costs. We strongly recommend that you purchase travel insurance to protect against such losses.
- DISCRETION TO REJECT BOOKINGS OR DENY PARTICIPATION
- We reserve the right, in the unfettered exercise of our discretion and judgment, to reject any client booking and/or to deny participation by any client in an event at any time prior to the start date. If payment has been made, the client will receive a complete refund of all monies paid less bank transfer costs.
- SUPPLIERS
- Some constituent elements of the retreat (including, for example, villas, transport services, accommodation and concierge services) will be arranged by us with local suppliers, who may use other local operators or subcontractors. We will endeavour to appoint reputable and competent local suppliers.
- VISUAL RECORDS OF THE RETREAT
- We may make still and video records of parts of the retreat, which may include your image. You grant us a perpetual royalty-free licence to use those still and video records for our marketing and promotional purposes on any platform.
- If you make still and video records of parts of the retreat which you post on Facebook, Instagram, Twitter or any other social media platform, you irrevocably grant us the perpetual royalty-free non-exclusive right to re-post those photos and/or footage on Linkedin, Instagram, Facebook, Twitter or any other such social media platform. We will use our reasonable endeavours to credit you as the source of any such photos or footage that we re-post.
- ASSUMPTION OF RISK
- We are dedicated to providing a safe environment for all retreat Participants. However, you must take responsibility for your own behaviour and safety, and do nothing to imperil the safety of other Participants or our people.
- You acknowledge that you understand and willingly assume the risks and hazards inherent in travel, including delays, illness, injury, death or other unanticipated happenings. We will provide you with appropriate information about our planned destinations, but you should conduct your own research and satisfy yourself as to your suitability to travel to and stay at those locations. It is your responsibility to acquaint yourself with relevant information for your itinerary and destination. Locations may be remote. Medical attention may be not readily available and of inferior quality to that which you are accustomed to. The political, cultural and geographical environment may present increased risks and challenges. You expressly assume the personal risks involved with such travel.
- You acknowledge that the limitation of liability and other terms set out in our main Terms of Business apply to retreat events and you agree to be bound by them.