Sales Geek Limited Standard Terms and Conditions

What these terms cover. These are the terms and conditions on which we supply professional services, professional development and sales training services to you.

Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

Information about us

Who we are. We are Sales Geek Ltd, a company registered and established in England and Wales. Our company registration number is 10643449 and our registered office is at One Cathedral Square 2nd Floor, One Cathedral Square, Blackburn, Lancashire, England, BB1 1FB. Our registered VAT number is 266603006 (“we”, “us” or “Supplier”).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

App: means together the Supplier’s web application and mobile application through acting as a hub for professional training and community sales services, through which the Academy may also be accessed, located at app.salesgeek.co.uk

its personnel may access the Academy, but also subject to the Academy Licence Terms and Conditions.

Academy: the Supplier’s online, paid for professional, training and community sales services, which are accessed via the App and may be purchased by the Client.

Academy Licence: means the licence(s) purchased by the Client under which the Client, and its personnel, may access the Academy, but also subject to the Academy Licence Terms and Conditions.

Bespoke Deliverables: Shall mean any Deliverables specified as such in the scope or otherwise agreed in writing between the parties, which shall be owned in accordance with clause 7.4

Business Day: a day other than a Saturday, Sunday or public holiday in England (or Scotland, Northern Ireland or Ireland if the Services are being delivered to the Client in one of those territories), when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with 6 and as further detailed in a Scope, as the case may be.

Commencement Date: has the meaning given in 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with 12.6.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client: the person or firm who purchases Services from the Supplier (also referred to as “you”. “Your” and “yours” applied accordingly.).

Client Default: has the meaning set out in 5.2.

Deliverables: the deliverables as may be detailed by means of a Scope, produced by the Supplier for the Client.

Delivery Date: scheduled date for delivery of Training and Project Services as set out in the Scope.

Franchisee: the appointed franchisee of the Supplier who will deliver the Services to the Client and provide the Named Geek.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Location: where the Services are delivered in person, the Location will be as set out in the Scope or, if silent, at the Client’s premises (Client’s main place of business).

Named Geek: Nominated personnel of the Franchisee to be primary contact for the Client.

Scope: a separate scope of work binding document complementary to these Conditions detailing the Services, Deliverables and Charges, as the case may be. 

Services: the services, including the Retained Services, Training and Project Services and the Deliverables, supplied by the Supplier to the Client as provided in these Conditions and further detailed in the Scope.

Retained Services: the Services made available to the Client on a retained basis all as specified in the Scope.

Supplier Materials: has the meaning set out in clause 5.1(h).

Training and Project Services: any fixed scope services other than the Retained Services, including sales training courses.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 The Supplier will prepare a Scope to detail the Services and Deliverables under the Contract. The Contract will be subject to agreement by the Supplier centrally, though delivery of the Services will be provided by the Franchisee (and Named Geek) as specified in the Scope.

2.2 These Conditions will be deemed accepted and a Contract with the Supplier will have been formed, binding the Client when (i) the Client has signed and returned the Scope to the Supplier or (ii) the Services effectively start to be provided (regardless of a Scope having been prepared or, if prepared, regardless if the Scope has been signed) (‘Commencement Date’).

2.3 In the event the Scope includes the purchase of Academy Licence(s) then each Academy licence shall start on the Commencement Date and will be subject to the Academy Licence Terms and Conditions available on the App unless expressly stated otherwise in these Conditions. Including in relation to cancellation, additional users and renewal.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s websites, marketing emails and communications and brochures (electronic and hard copy) are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Client in accordance with this clause 3, and as further detailed in the Scope, in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Scope or otherwise as agreed between the Parties from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier reserves the right to amend the Scope if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

3.5 Whenever providing the Services at the Client’s Location of choice (and not via online transmission), the Supplier must comply with all health and safety and other requirements as informed by the Client from time to time.

3.6 The Supplier will endeavour, wherever possible, to ensure the same Named Geek will provide the Services on behalf of the Franchisee. However, the Supplier (and Franchisee) reserve the right, at their discretion and without need for notifying the Client, to name other Named Geek(s) to provide any Services, providing that such replacement Named Geek, in the Supplier’s opinion, has equivalent knowledge and experience to perform of the Services.

3.7 If the Client wishes to purchase additional services to those covered by a current Scope and Contract, the Parties will either require a separate Scope and Contract, or will be agreed by means of an amendment to the Scope in accordance with clause 12.6 (Variation). Additional charges and/or expenses may apply and if so, shall be also set out in writing.

3.8 As agreed between the Parties and set out in the Scope, the Services will be delivered either i) in person, at the agreed Location), ii) digitally and online via Zoom, Microsoft Teams or another third-party provider as informed by the Supplier from time to time, or iii) a combination of online and in person sessions.

3.9 The Supplier reserves the right to change between third party suppliers mentioned in clause 3.8 on reasonable notice. The Client will be solely responsible for reviewing any terms and conditions and privacy policies related to the relevant third-party provider.

3.10 Although the Supplier will endeavour to accommodate method of delivery of Services requested by the Client and set out in the Scope, if the Services were originally agreed to be provided in person (face to face training sessions) but unforeseen circumstances arise, including but not limited to any provisions of clause 12.2 (force majeure), the Supplier will have the right to deliver the sessions in an online or remote format. This will not affect the standard of service and will include all of the same materials and methodologies of a physical delivery of service, which may be adjusted to represent some characteristics such as use of break rooms, digital whiteboards or virtual sessions.

4. Cancelling, Rescheduling and Pausing the Services

4.1 The Client may cancel any Training and Project Service prior to commencement provided the Client has given the Supplier 30 days’ written notice to cancel prior to the Delivery Date.

4.2 The Client may request to reschedule any pre-arranged training session for a Training and Project Service prior to commencement of the training session, provided that both the proposed new date is within 12 months of the Delivery Date booked and the Client having given the Supplier 2 Business Days’ written notice to reschedule prior to the Delivery Date. The Supplier may then choose to accept such request at its sole discretion.

4.3 Clauses 4.1 and 4.2 will not apply to clients on a Retained Service and clause 4.4(a) will apply instead.

4.4 Where the Client is receiving Retained Services:

(a) the Retained Services may be cancelled in accordance with clause 10.1 (Termination);

(b) the Supplier will allocate their pre-agreed hours/days on a monthly basis. The Client will have the right to reschedule up to 6 hours of Retained Services per month, provided that the Client has given the Supplier at least 2 Business Days’ notice prior to the scheduled date and the rescheduled hours are used within the 2 months of the original scheduled date;

(c) the Client may choose to pause the Retained Services once a year and the Supplier will keep the Client’s allocated space and resources available as applicable, subject to the Client paying 50% of the Charges during the period of suspension.

4.5 Should the Client fail to observe the criteria of clauses 4.1, 4.2 or 4.4(a), as applicable, the Charges related to those Services affected will be due and payable in full (and, if pre-paid, no refunds will be provided).

4.6 The Supplier will have the right to reschedule any Service, or part thereof, provided the Supplier has given the Client 2 Business Days’ written notice prior to the Delivery Date or other scheduled date. If the notice period in this clause 4.6 is not observed and clause 12.1 (Force Majeure) does not apply, the Charges for those Services, or part thereof, affected will not be payable by the Client (and the Supplier will refund as applicable).

5. Client’s obligations

5.1 The Client shall:

(a) ensure that the terms of the Scope and any information it provides in it are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Location, Client’s premises, office accommodation and other facilities as reasonably required by the Supplier;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require in Scope to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) whenever applicable, prepare the Client’s premises for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Client to receive the Services before the date on which the Services are to start;

(g) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; pay the Charges in accordance with these Conditions; and

(h) comply with any additional obligations as set out in the Scope.

5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations; and

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 5.2.

6. Charges and payment

6.1 The Charges for the Services shall either be calculated on a time and materials basis according to this clause 6, or on a fixed cost basis, both as further specified in the Scope whenever necessary. For additional Academy Licences the Charges will apply at the then current rates.

6.2 The Charges when on a time and materials basis, shall be calculated in accordance with the Supplier’s day fee rates, and will either relate to half a day (3 hours, with a 15-minute break included for training courses) or full-day sessions (6 hours, with one 30-minute or two 15-minute break included for training courses). The rates will be as set out in the Scope. Any time spent in excess of the agreed allocation or service commitment will be payable by the Client and calculated by reference to the standard hourly or day rate detailed in the Scope.

6.3 The Service commitment, for the purpose of clause 6.2, will be agreed between the Parties and detailed in the Scope. The Supplier shall include and Charge for preparation and follow up time, as well as telephone, email and remote support and advice, as part of the Services.

6.4 The sessions for Training and Project Services will be quoted considering, between other factors, the number of attendees. If there are additional attendees, the Charges will be increased on a pro rata basis, unless otherwise defined in the Scope. However, if there are sufficient additional attendees to exceed the maximum permitted attendees for a training session, then an additional session will also be required which will be subject to the Charges for a full session, as determined by reference to existing Scope.

6.5 Wherever applicable, the Supplier shall be entitled to charge the Client for any expenses reasonably incurred by the Franchisee, or Named Geek or other individual, whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

6.6 The Supplier reserves the right to increase the Charges:

(a) To reflect any increase in costs to the Supplier arising from changes in applicable law, national minimum wage and/or national insurance changes; and

(b) Relating to Academy Licences, once per calendar year in line with the percentage increase in the Retail Prices Index in the preceding 3-month (as determined by the Office for National Statistics) period and the first such increase shall take effect on providing notice to you.

6.7 The Charges for Training and Project Services will be due within 30 days of the date of invoice and in any event in advance of performance, unless otherwise stated in the Scope. For Training and Project Services over an extended duration, the Charges may be split into instalments, payable in advance, if specified in the Scope.

6.8 For Retained Services and any Academy Licences detailed in the Scope, the Client shall pay the Supplier the Charges agreed in advance:

(a) by direct debit at the first day of each calendar month, unless otherwise agreed in the Scope; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier.

6.9 Time for payment shall be of the essence of the Contract.

6.10 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) or other sales tax, which shall be payable by the Client in addition to the Charges if specified in the invoice and applicable to services delivered into the Client’s territory.

6.11 If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this 6.11 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.12 All amounts due under a Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.

7.2 The Supplier grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in 7.2.

7.4 Ownership of all Intellectual Property Rights in the Bespoke Deliverables shall vest in the Client upon creation and the Supplier hereby assigns all such Intellectual Property Rights to the Client, and if they are not capable of future assignment the Supplier shall hold such Intellectual Property Rights on trust for the Client. The Supplier shall also execute (and procure that its employees and contractors execute) any documentation necessary to formally assign all legal and beneficial ownership of all Bespoke Deliverables to the Client.

7.5 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client. 

8. Data protection

The Client acknowledges and agrees that the Supplier does not usually process personal data on the Client’s behalf in performance of the Services. In the event the Services will involve data processing, as defined in the Data Protection Act 2018 and the UK GDPR, the Parties shall agree additional contractual terms within the applicable Scope. Notwithstanding the preceding, the Supplier warrants that it shall comply with its obligations as a data controller under the Data Protection Act and UK GDPR, and all other applicable data protection laws, and as set out in the Supplier’s Privacy Policy.

9. Limitation of liability:

9.1 References to liability in this 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in this 9 shall limit the Client’s payment obligations under the Contract.

9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.4 Subject to 9.3 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Client for all loss or damage under a Contract shall not exceed the total amount paid or payable by the Client under that contract.

9.5 Subject to 9.2 (No limitation of Client’s payment obligations) and 9.3 (Liabilities which cannot legally be limited), this clause 9.5 sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(c) loss of agreements or contracts.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.6 This 9 shall survive termination of the Contract.

10. Duration and Termination

10.1 The Retained Services will start on the Commencement Date and continue unless cancelled by either party providing at least 30 days’ written notice, following which the Retained Services will cease on the last day of the calendar month in which the notice expires. Training and Project Services will expire upon (i) completion of the Services and payment of the Charges by the Client; (ii) completion of fixed term as specified in the Scope; or (iii) as otherwise specified in the Scope.

10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice once all Training and Project Services have been completed and/or all Retained Services cancelled. If the Client wishes to just continue with Academy Licences, the Supplier may agree this subject to the parties confirming the order in writing and the Academy licences then solely continuing in accordance with the Terms and Conditions of Licence for Sales Geek App & Academy.

10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; or

(b) the other party goes into liquidation, becomes bankrupt, has a Receiver appointed, makes a composition or Voluntary Arrangement with its creditors or enters Administration, or a Moratorium comes into force in respect of the other, suspends, or threatens to suspend, payment of their debts or is unable to pay their debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.

10.4 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

10.5 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in 11.3(b) or the Supplier reasonably believes that the Client is about to become subject to any of them.

11. Consequences of termination

11.1 On termination or expiry of the Contract:

(a) the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;

(c) the Supplier shall provide any Bespoke Deliverables in its possession to the Client.

11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. General

12.1 Protection of business interests.

(a) The Client shall not (and shall procure that its employees, officers, representatives, contractors, subcontractors or advisers, as applicable, shall not) for the duration of the Contract and for 12 months after its expiry or termination for any reason:

(i) solicit, entice or attempt to entice away, a Restricted Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such Restricted Supplier to cease supplying, or to reduce its supply of goods or services to, the Supplier or any group company, or to vary adversely the terms upon which it conducts business with the Supplier or any group company; or

(ii) purchase or receive goods and/or services, or otherwise engage, whether directly or indirectly, any Restricted Supplier independently or without the involvement of the Supplier, to provide services or goods similar or equivalent to the Services.

(b) For the purposes of this clause 12.1, a Restricted Supplier shall mean the Franchisee, Named Geek, and or any firm, company or person who is or has been at any time during the immediately preceding 12 months a franchisee and/or a supplier of goods or services to the Supplier or any group company, and such goods and/or services have contributed to or been involved in the supply of Services to the Client.

(c) While the restrictions in clauses 12.1(a)(i) and 12.1(a)(ii) are considered by the parties to be reasonable in all the circumstances, if one or more should be held invalid as an unreasonable restraint of trade or for any other reason whatsoever but would have been held valid if part of the wording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with reduced in scope, the restrictions shall apply with such modifications as may be necessary to make them valid.

(d) If the Client breaches the restrictions contained in clauses 12.1(a)(i) and 12.1(a)(ii) , the Client shall pay to the Supplier liquidated damages equal to the Charges paid by the Client to the Supplier in the 12 months immediately preceding the event giving rise to the breach. The parties confirm that the liquidated damages in this clause are reasonable and proportionate to protect the Supplier’s legitimate interests in protecting its client relationships, supplier relationships, business interests and Services.

(e) Neither party shall, without the prior written consent of the other party, at any time from the date of this agreement and for 12 months after expire or termination of this agreement for any reason, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee, worker, self-employed, limited liability contractor, consultant, or otherwise of the other party, its group company or franchisee with respect to the Services, subject to application of a recruitment fee equivalent to 20% of the agreed or anticipated gross annual remuneration of such person.

12.2 Force majeure.

(a) Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, strikes, lock outs, accidents, pandemics, epidemics, notifiable diseases, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services.

(b) If the Supplier is the affected Party, a reasonable extension of its obligations shall be given provided that Supplier has notified the Client as soon as reasonably possible of the nature and extent of such events after becoming aware that such event would affect it. Unless otherwise agreed between the Parties, a force majeure event will not be enough reason for delayed payments of Services which have already been performed.

12.3 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

12.4 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by 12.4(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 12.4; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.5 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

12.6 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

12.9 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email. Notices to the Supplier under this contract shall be sent to [email protected]. Notices to the Client under this contract shall be sent to the email set out in the Scope or such other email for communication as informed by the client to the Supplier from time to time. Notices sent by 5pm on a working day shall be deemed received on the same date.

(b) This 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.10 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

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

These terms and conditions (together with any documents referred to in them) (Conditions) set out the basis on which you can purchase a subscription for our Sales Geek Sales Club (Sales Club) and/or any of workshops, masterclasses, cohorts or courses we deliver (each a course) listed on our website located at https://www.salesgeek.co.uk/our-services/open-courses/ (our site) or are otherwise made available to you by one of our franchisees via a unique booking link or QR Code.

Please read these Conditions carefully before ordering any courses or joining the Sales Club.

During the booking process, you will be requested to accept these Conditions in order to complete your purchase. If you choose not to accept the Conditions, unfortunately you will be unable to purchase courses from us or join the Sales Club.

Please note that Sales Geek services are only available to businesses. Our courses are not available to individual consumers.

1. Who we are

We are Sales Geek Ltd a company registered in England and Wales under number 10643449 whose registered office is at One Cathedral Square, 2nd Floor, Blackburn, Lancashire, BB1 1FB. With email address [email protected]; (Sales Geek/us/we).

1. Your status and obligations

2.1 Please note that joining the Sales Club or attending one of our courses is by invitation only and we reserve the right to refuse any order on this basis, including by way of cancellation and refund. By placing an order, if the course is by personal invite only, you confirm that you are a business who has been referred by one of our franchisees (Named Geeks). You also warrant that
a) you are legally capable of entering into binding contracts;
b) you will cooperate in all matters relating to our delivery of the courses or membership of the Sales Club;
c) you will comply with all requirements and instructions when attending our premises or those where courses are provided or the Sales Club meets; and
d) all information provided to us by you for the purposes of the Conditions is complete and accurate.

2.2 You are responsible for ensuring all personnel (delegates) attending the course or Sales Club comply with these Conditions and our reasonable instructions, and any failure by them to do so, will be deemed a failure by you.

1. Placing an order

3.1. In order to book a delegate on a course or join the Sales Club, you must first have been provided with a booking link or QR code to a booking webpage or to our site. Please note, you will only be permitted to book a course for which you have been referred or which has been offered publicly by us on a webpage/social media. If you book the incorrect course we will let you know and transfer the order to the correct course.

3.2. Once referred to the booking page, you will be able to join the Sales Club or book onto a course (for the number of desired delegates) by accepting these Conditions and making payment via our third party payment gateway. Following this, your order will only be accepted if we send you an email confirmation of the order. The order confirmation will also provide further details on the Sales Club and/or course including further details on the method of delivery (whether online or in person) and the location as applicable.  Only once the confirmation email is sent will the order be binding on you and us (a contract will be formed at this time).

3.3. The contract will relate only to the Sales Club, the specific courses and chosen course options which we have confirmed we will provide in the order confirmation.

3.4. If you have booked a course, prior to the course start date we or the Named Geek will send you details on accessing or attending the course and requirements on the day. Please note, if your course is scheduled soon after booking, all of this information may be provided in the original order confirmation, so please check this for full details.

3.5. If you have joined the Sales Club, we will provide details of the upcoming events and how to attend, as well as providing access to the Sales Club content and materials. Each membership of Sales Club will allow one delegate from your organisation to attend and participate in the Sales Club.

1. Delivery of the course & attendance

4.1 Our courses are provided by our Named Geeks, who determine as and when to make courses available for booking. Therefore, we make no commitment as to the ongoing availability or regularity of courses.

4.2 All the courses are delivered by the Named Geek, either online or in person as specified when booking the course. Access details or the course location will be specified in the order confirmation. We may update the location on notice to you, provided it is within a reasonable travelling distance of the original venue. We reserve the right to change all in-person courses to being delivered on-line and, if this happens, we will provide details on the course and how to access it, using the contact details provided when booking.

4.3 If the course is delivered at a third party event location then you will be responsible for all delegates complying with any attendance requirements of such third party. We exclude responsibility and liability for any act, omission or default of the third party supplier.

4.4. For in person events: (i) delegates must arrange their own transport to the course venue and if applicable arrange for their own accommodation; and (ii) Food and refreshments will only be provided if specified for the booked course, otherwise this will be the responsibility of delegates.

4.5 It is the delegates’ responsibility to attend on time. No refunds or discounts will be provided in the event of late or non-attendance.

1. Sales Club Specific Terms:

5.1 When placing an order to join the Sales Club, you will be required to select the membership package of your choice, being either monthly, quarterly or annual memberships. The content and benefits of each package will be as specified at the time of booking, and further detailed in the booking confirmation we will send to you.

5.2 We will provide full details of the upcoming and annual events, as well as content for members, as part of the Sales Club onboarding process and from time to time via the communication preferences provided when registering.

5.3 We reserve the right to amend the content, events and benefits available under the Sales Club, provided such changes  don’t materially detract from or reduce the benefits available to Sales Club members. We also reserve the right to substitute any listed events or content for those of comparable value and relevance for our members. You understand and agree that such rights of substitution are needed to reflect the changing needs of our members, the ongoing nature of Sales Club membership, as well as the need to ensure topics and content reflect current market trends and news.

5.4 Sales Club events or courses will either be online or in person as specified at the time of booking or by email from time to time. Access details or the course location will be provided in advance. For in person courses, we may update the location on notice to you, provided it is within a reasonable travelling distance of the original venue. We reserve the right to change all in-person events or courses to being delivered on-line and, if this happens, we will provide details on the event or course, and how to access it, using the contact details provided when booking.

5.5 If the event or course is delivered at a third party event location then you will be responsible for all delegates complying with any attendance requirements of such third party. We exclude responsibility and liability for any act, omission or default of the third party supplier.

5.6 Food and refreshments will only be provided if specified by us in advance, otherwise this will be the responsibility of delegates.

5.7 For in person events, delegates must arrange their own transport to the venue and if applicable arrange for their own accommodation.

5.8 It is the delegates’ responsibility to attend on time. No refunds or discounts will be provided in the event of late or non-attendance.

5.9. Sales Club members will also receive free access for your registered delegate to the Sales Geek Academy  (https://www.salesgeek.co.uk/our-services/sales-geek-academy/), which provides online training resources and materials. Such access will only be for the duration of your Sales Club membership and will be subject to the Academy Licence Terms & Conditions available here.

1. Fees and payment

6.1. Course fees will be as quoted when booking the course or Sales Club (Fees). Fees exclude VAT where appropriate.

6.2. Fees may be changed at any time by updating our quoted Fees on our site or when accessed via a link/QR code, but changes will not affect orders already accepted. For the Sales Club, we will notify you of any Fee increases via the contact details you provided when registering, but the Fees will not take effect until the end of your current membership cycle, whether monthly, quarterly or annual.

6.3. You will pay the Sales Club membership Fee in advance, either on a monthly, quarterly or annual basis. The Fee shall be payable by card payment under continuous payment authority and is payable for as long as the membership is active. You shall take any action necessary to set up the recurring payment in order to register for the relevant Sales Club member. Any failure to establish the recurring payment, or a failed payment collection, will result in suspension of the membership. We reserve the right to invoice the Customer for any outstanding membership Fees.

6.4 If there has been an error when taking payment or making the booking, and the correct fee is higher than the Fee paid, we will either contact you to see if you want to (i) cancel your order; or (ii) pay the additional amount. Any Fee paid will be refunded to you, but we will have no liability to you beyond the Fee paid. If you have overpaid, we will refund a proportion of the Fee, so that you only pay the correct Fee.

6.5 Bookings will not be confirmed until payment has been received. Payment must be made at the time of booking.

6.6 If any information that you have given to us proves to be incorrect, which has resulted in our not charging you the correct amount, we reserve the right to adjust the total costs to ensure that it is the correct amount for the circumstances.

1. Cancellation, non-attendance, transfers and refunds

Cancellation by us and changes to courses

7.1. Whilst every effort is made to avoid changes to the courses we offer, we reserve the right to suspend, reschedule or cancel courses at any time. In such circumstances, we shall use reasonable endeavours to offer an alternative date within 12 months and only where this is not reasonably possible we will offer you a credit or a refund. We will not be liable for any costs or losses arising from cancellation or rescheduling, including without limitation liability travel and accommodation costs or other consequential or indirect losses.

7.2 Certain courses may require a minimum number of delegates. If courses do not reach the minimum number required, we reserve the right to cancel the course and the provisions of clause 7.1 will apply.

7.3 Whilst courses have a designated Named Geek, we reserve the right, in certain circumstances, to change such Named Geeks due to unavailability, illness and/or circumstances outside of our control.

7.4 For Sales Club events, whilst we also make every effort to avoid changes to scheduled events, courses and activities, it is likely that some rescheduling will occur over the course of your membership, due to factors such as venue closure, Named Geek illnesses, weather conditions and business priorities. Therefore, we reserve the right to reschedule such Sales Club events, courses and activities at our discretion, save that we shall try to provide reasonable notice of the same and seek to reschedule within a reasonable time period.

7.5. We reserve the right, without liability or an obligation to refund sums, to exclude you and any delegates from any course, event or activity after its commencement if in our absolute discretion we consider that you are impeding the provision of the course or other of our activities, or your presence is bringing or threatening to bring us into disrepute.

Cancellation or Rescheduling a course by you

7.6 Once the booking is confirmed you cannot cancel the order or reduce the number of delegates. If you choose to cancel an order, no refund will be payable and we will retain the full Fee amount.

7.7 You may reschedule the course up to 14 days before the course date, but any request after this time will be treated as a cancellation.  Requests to reschedule courses and/or delegates are made in writing to [email protected] or any other email address notified to you).

7.8 Please note that, because courses are delivered by Named Geeks, then any rescheduled course may be with a different Named Geek and at a different location. Alternatively, you may elect a different course by the same Named Geek which is scheduled within 12 months of the original course date, or wait until the same Named Geek delivers the same course again. We make no guarantee as to when the course may be repeated by the same, or other, Named Geek.

Sales Club renewal and cancellation

7.9 Your Sales Club membership and contract between us will automatically renew at the end of your current membership cycle. Each renewal will be for the same duration as your previous cycle and you will be bound for the same minimum period (for example, if you have an annual membership and this renews, then you will again be committed for a further 12 months’ annual membership).

7.10 You may cancel your membership to the Sales Club at any time by giving us written notice via email to [email protected]. However, such cancellation shall only take effect at the end of your current membership cycle, being either monthly, quarterly or annual.

7.11 We may end the Sales Club at our discretion at any time by providing notice to you using the communication preferences you have provided. However, we shall refund any Fees paid, on a pro rata basis, which relate to the remainder of your membership cycle after the date of Sales Club ends.

Terminating for breach or insolvency

7.12 We may cancel a course and/or end your Sales Club membership and immediately terminate this contract if: (i)  you are in breach of any of these Conditions; or (ii) a petition or a resolution is passed for the winding up of your business or you stop or threaten to stop payment of your debts.

7.13 You may cancel your booking for a course or your Sales Club membership, and terminate the related contract, if we are in material breach of these Conditions and, having received written notice from you (to our email of [email protected]) of such material breach, we have then failed to remedy such breach within 30 days of the date we receive your notice.

Non-attendance

7.14 You remain liable to pay the total Fees: (i) for a course if a delegate fails to attend such course and no refund will be payable; (ii) for the Sales Club, even if you elect to not attend any events, courses or activities, or otherwise do not make use of the materials and content provided. You understand and accept it is your responsibility to ensure you and your delegates are engaged with the Sales Club membership benefits.

Refunds

7.15 Refunds, if applicable, will be made using the same method of payment as you used for the purchase.

1. Liability

8.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions and any related contract that is caused by events outside our reasonable control.

8.2. Nothing in these Conditions will in any way limit our liability for: (i) for death or personal injury caused by our negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other liability to the extent that it may not be excluded or limited as a matter of law.

8.3. We will not be liable under, or in connection with, these Conditions and any contract under them for: (i) loss of income; (ii) loss of business profits or contracts; (iii) business interruption; (iv) loss of the use of money or anticipated savings; (v) loss or opportunity, goodwill or reputational (vi) loss of, damage to or corruption of data; (vii) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

8.4 Our maximum aggregate liability under or in connection with: (i) each order/contract for a course, is limited to the total Fees which have been paid, or are payable, for the course in respect of that order; or (ii) in respect of an order/contract for Sales Club membership, to the total Fees paid by you for the Sales membership over the 12 months preceding the date on which the event occurred which has given rise to a claim or series of connected claims.

8.5. The courses are only provided to businesses and not consumers, and the provisions of this clause 8 reflect this. 

1. Intellectual property

9.1 At all times, all intellectual property rights in all materials and content provided during the course and/or your Sales Club membership remain the property of us or our licensors (Materials). No Materials may be reproduced, stored in a retrieval system or transmitted in any form without our prior written consent.

9.2 In consideration of receipt by us of the Fees, we grant to you a non- exclusive, non-transferable licence to use the Materials for the sole purpose of the course or receiving the benefit of a Sales Club Membership. You may not modify, copy, reproduce, re-publish, sub-licence or distribute in any way any of the Materials.

1. Data protection

10.1. We may process your, or your delegates’, personal data in order to book you onto and administer the course. For this purpose, we are the data controller (under the Data Protection Act 2018 and UK GDPR) and will process such personal data in accordance with our Privacy Policy available here.]

10.2 You warrant and undertake that you have all necessary permissions and consents to share personal data of your delegates with us, in order to book them onto the course. 

1. General

11.1. All formal notices given by you to us must be sent by email to [email protected] or by registered post to Sales Geek Limited, 2nd Floor, Geek Bunker, One Cathedral Square, Blackburn BB1 1FB. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee and that a read receipt was received by you.

11.2. The contract between you and us is binding on you and us and on our respective successors and assigns.

11.3. You may not transfer, assign, charge or otherwise dispose of the contract, or any of your rights or obligations arising under it, without our prior written consent.

11.4. We may transfer, assign, charge, sub-contract or otherwise dispose of the contract, or any of our rights or obligations arising under it, at any time during the term of the contract.

11.5. If you breach these Conditions and we take no action to enforce our rights in respect of that breach, we will be able to enforce our rights in respect of any other breach of the conditions by you.

11.6. These Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

11.7. We each acknowledge that, in entering into this contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such contract except as expressly stated in these
Conditions.

11.8. We reserve the right to revise and amend these Conditions
from time to time for any reason, including changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. We will place any updated Conditions on our site which will then apply for any future orders.

11.9. These Conditions and any contract formed under them will be governed by English law. Any dispute arising from, or related to, these Conditions and contract under them will be subject to the exclusive jurisdiction of the courts of England and Wales.