Introduction

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full.   If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least [18] years of age to use this website. By using this website [and by agreeing to these terms and conditions] you warrant and represent that you are at least [18] years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our Midnight Learning Ltd’s use of cookies in accordance with the terms of Midnight Learning Ltd’s [privacy policy/cookies policy].]

License to use website

Unless otherwise stated, Midnight Learning Ltd and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages [or [OTHER CONTENT]] from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website);
• sell, rent or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
• edit or otherwise modify any material on the website; or
• redistribute material from this website [except for content specifically and expressly made available for redistribution].

Where content is specifically made available for redistribution, it may only be redistributed within your organisation.

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Midnight Learning Ltd’s express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without [NAME’S] express written consent.

Restricted access

Access to certain areas of this website is restricted. Midnight Learning Ltd reserves the right to restrict access to [other] areas of this website, or indeed this entire website, at Midnight Learning Ltd’s discretion.

If Midnight Learning Ltd provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

Midnight Learning Ltd may disable your user ID and password in Midnight Learning Ltd’s sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Midnight Learning Ltd a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Midnight Learning Ltd the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Midnight Learning Ltd or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Midnight Learning Ltd reserves the right to edit or remove any material submitted to this website, or stored on Midnight Learning Ltd’s servers, or hosted or published upon this website.

Notwithstanding Midnight Learning Ltd’s rights under these terms and conditions in relation to user content, Midnight Learning Ltd does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. Midnight Learning Ltd makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Midnight Learning Ltd does not warrant that:

• this website will be constantly available, or available at all; or
• the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes or is meant to constitute, advice of any kind. If you require advice in relation to any [legal, financial or medical] matter you should consult an appropriate professional.

Limitations of liability

Midnight Learning Ltd will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

• to the extent that the website is provided free-of-charge, for any direct loss;
• for any indirect, special or consequential loss; or
• for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if Midnight Learning Ltd has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Midnight Learning Ltd’s liability in respect of any:

• death or personal injury caused by Midnight Learning Ltd’s negligence;
• fraud or fraudulent misrepresentation on the part of Midnight Learning Ltd; or
• matter which it would be illegal or unlawful for Midnight Learning Ltd to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, Midnight Learning Ltd has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Midnight Learning Ltd’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Midnight Learning Ltd’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Midnight Learning Ltd.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify Midnight Learning Ltd and undertake to keep Midnight Learning Ltd indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Midnight Learning Ltd to a third party in settlement of a claim or dispute on the advice of Midnight Learning Ltd’s legal advisers) incurred or suffered by Midnight Learning Ltd arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].

Breaches of these terms and conditions

Without prejudice to Midnight Learning Ltd’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Midnight Learning Ltd may take such action as Midnight Learning Ltd deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Midnight Learning Ltd may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

Midnight Learning Ltd may transfer, sub-contract or otherwise deal with Midnight Learning Ltd’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions [, together with [DOCUMENTS],] constitute the entire agreement between you and Midnight Learning Ltd in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with English Law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England, UK.

Additional Standard Terms and Conditions

Definitions

“Supplier” means Midnight Learning Ltd operating this website at www.MidnightLearning.com (this Site).

“Buyer” means the individual or organisation who buys or agrees to buy the Services from the Supplier. “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977.

“Contract” means the contract between the Supplier and the Buyer for the provision of Services incorporating these Terms and Conditions of sale. “Services” means the services that the Buyer agrees to buy from the Supplier.

Conditions

These Terms and Conditions of sale shall NOT affect the Buyers statutory rights as a Consumer.

Any variation to these Terms and Conditions of sale (including any special terms and conditions agreed between the parties) shall be applicable only if agreed in writing by the Supplier.  This can be via email or written and sent.

Any complaints should be addressed to the Supplier’s email address provided (speaktous@midnightlearning.com).

These Terms and Conditions of sale shall apply to all contracts for the provision of Services by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.

Price and payment

The price of the Services shall be that stipulated on this Site. The price is normally quoted exclusive of VAT.

The total purchase price, (including VAT, if applicable) will be displayed on your invoice which is emailed, following order confirmation.

Payment of the price (plus VAT, if applicable), must be made either at the time of purchase (normal terms) or as otherwise indicated on the invoice at the time of purchase. Payment must be made without deduction or set-off (unless otherwise agreed). After the order confirmation is received, the Supplier shall confirm by email with the invoice, the details, description and price for the Services.

Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of the relevant Service until payment has been received.  And legal action may be instigated if an amicable resolution cannot be found.

Where payment for goods and/or services is due after receipt of an invoice, an invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the purchase order/order confirmation. The Buyer shall pay for the goods and/or services in accordance with the terms specified in the invoice. In no circumstances shall the time for payment be of the essence of the agreement.

The Buyer shall not be responsible for any expenses, charges or price other than those set out in the Purchase Order.

Cash payment – is not offered.

In the event of late payment by the Buyer, the Supplier shall be entitled to charge the Buyer interest at the rate of 2% per annum above the base rate of Barclays Bank plc, from the date when payment becomes due from day to day until the date of payment.

If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement. Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.

Ordering

All orders  (whether, written, email or verbal) for Services shall be deemed to be an offer by the Buyer to purchase Services under these Terms and Conditions of sale and are subject to acceptance by the Supplier.

The Supplier may choose not to accept an order for any reason.

Property Rights

All goods (including, but not exclusively, blogs, books, copy, website content, training & coaching material) remain the sole property of the Supplier until payment has been made in full; either to the Supplier or to the Supplier’s authorised representative.

Rights of supplier

The Supplier reserves the right to periodically update prices on this Site, and these prices cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure prices are correct at the point at which the Buyer places an order.

The Supplier reserves the right to withdraw Services from this Site at any time. The Supplier shall not be liable to anyone for withdrawing the Services from the Website or for refusing to process an order.

Performance

The Supplier shall begin to perform the Services in the timescales agreed when the order is placed.

The Supplier shall perform the Services with reasonable skill, expertise and care. However, where applicable (typically web-based delivery or using technology), the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.

The Supplier may have to suspend the Services for repair, maintenance or improvement. If so, the Supplier will restore them as quickly as is reasonably possible.

The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the Buyer breaches any term of this agreement, and any payment due remains payable and, if already paid, will be non-refundable.

Confidentiality and Non-Compete

The registrant hereby understands that the tools, processes, strategies, materials and information presented in by Midnight Learning Ltd are confidential, copyrighted, and proprietary to the Company and agrees not to record, duplicate, distribute, teach or train from the materials in any manner whatsoever without the express written permission of the Company. Any unauthorized use or distribution of these proprietary concepts, materials, and intellectual property by you or your representatives is prohibited and the Company will pursue legal action and full damages if these terms are violated in order to protect its rights.

Liability disclaimer

You, the Registrant, alone are responsible and accountable for your decisions, actions and results, and by your participation in any courses, coaching or workshops, you agree not to attempt to hold the Company liable for any decisions, actions or results that you make or experience in business or in life due to your participation at any time, under any circumstance.

Age of consent

If the Supplier discovers that the Buyer is not legally entitled to order certain Services, the Supplier shall be entitled to cancel the order immediately, without notice.

Cancellation

The Buyer has the right to cancel the Contract, by notice in writing, at any time within seven working days from the date of the initial Contract. If, however, the Supplier starts to perform its side of the Contract with the agreement of the Buyer before the Buyer exercises this right to cancel, the right to cancel is lost.  All monies, in this case, are non-refundable.

Cancellation charges

Where reasonably possible, if the cancellation is then due to ill health or other unforeseen commitments, provided the Services are rebooked and taken within 30 days, then no cancellation charges shall apply.

If the Services are cancelled after seven working days have passed, then the following shall apply.

• Seven working days before delivery – 25% of invoice value
• Three working days before delivery – 50% of invoice value
• One day or less – 90% of invoice value

Limitation of liability

Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Services and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.

Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Suppliers agents or employees.

Waiver

No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.

Force Majeure

The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.

Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

Changes to Terms and Conditions

The Supplier shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.

Any renewal of the Services will be subject to the Supplier’s then current Terms and Conditions.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.