TERMS of Sale TOP SPEAKER ACADEMY

BACKGROUND:  Last Updated 15^th February 2022 

(A) These Terms of Sale together with the attachment below and any and all other documents referred to in these Terms of Sale set out the terms and conditions on which You access the Top Marketer Academy Membership which includes Paid Content, via a Subscription, and is sold by Us to business customers through Our websites www.topspeakeracademy.com (“Our Sites”). If You are a consumer You should not purchase a Subscription from Us. 

(B) Please read these Terms of Sale carefully and ensure that You understand them before purchasing a Subscription. You will be required to read and accept these Terms of Sale when ordering a Subscription. If You do not agree to comply with and be bound by these Terms of Sale, You will not be able to purchase a Subscription and access Paid Content through Our Sites.  These Terms of Sale, as well as any and all Contracts are in the English language only.

(C) All of the information that We give to You will be part of the terms of Our Contract with You whether it is information that We:

(i) are required by law to give to You before You order a Subscription; or

(ii) voluntarily give to You and You rely on it either when deciding to order a Subscription or when, subsequently, You make any decision about the Subscription.

We give You some of that information before You order a Subscription and some it is set out in these Terms of Sale and the attachment.

(D) Paid Content is intended for access and use only by a person who is aged 18 or over, and only a person of that can set up an Account and purchase a Subscription.

(E) These Terms of Sale apply only to the sale of Paid Content; the terms governing use of Our Sites are separate and are set out on Our Sites under the heading “Terms and Conditions”.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Account”	means the account, referred to in sub-Clause 7, that You must set up with Us in order to purchase any Subscription;
“Background Items”	means background and other information or materials relating to or forming part of the Subscription, all of which information or materials is downloadable or viewable as text/graphics;
“Contract”	means a contract between Us and You for the purchase of a Subscription for You to access any Paid Content, as explained in Clause 7;
“Paid Content”	means any content (including text, graphics, images, audio, and video) comprising any of guidance, instruction or any Background Items or other materials or information, which We offer.  Paid Content may also include content which directs you to Facebook (also known as Meta) where such information sits.  Paid Content will be more fully described in other information that We give or make available to You before You order a Subscription.
“Subscription”	means a subscription to Top Speaker Academy purchased by You which provides You with the entitlement and access to Paid Content.  By entering into a Subscription You are purchasing a monthly Subscription which will renew automatically on a month by month basis. Your Subscription auto renews each month until cancelled on the same day each month.
“Subscription Confirmation”	means Our acceptance and confirmation of Your purchase of a Subscription;
“Kajabi”	means the App or desktop platform which enables us to provide Paid Content to You provided which you have an internet connection;
“We/Us/Our”	means David Ross t/a Top Speaker Academy of 33 Mill Lane, Warrington, WA2 0SX; and
“You/Your”	means the business who sets up an Account and purchases a Subscription and accesses and uses any Paid Content.

2. Information About Us

Our Sites, www.topspeakeracademy.com , is owned and operated by Top Speaker Academy. 

3. Contacting Us

If You wish to contact Us with general questions, You may contact Us by email at [email protected]  or by post to 33 Mill Lane, Warrington, WA2 0SX.

4. Age Restriction

Only if a person is aged at least 18 years of age may they set up an Account or purchase a Subscription through Our Sites and access Paid Content.

5.  Business Customers and Consumers. 

5.1 These Terms of Sale and the attachment below do not apply to customers purchasing Subscriptions and accessing Paid Content as a Consumer. They are meant for business customers only. Upon subscribing with Us You will be required to provide your industry and business name. 

5.2 These Terms of Sale constitute the entire agreement between Us and You with respect to Your purchase of Subscriptions and Paid Content from Us.  You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

6. Subscriptions, Paid Content, Pricing and Availability

6.1 We make all reasonable efforts to ensure that all descriptions of Subscriptions and Paid Content available from Us correspond to the actual Subscription and Paid Content that You will receive.

6.2 We may from time to time change Our prices. Changes in price will not affect any previous months Subscriptions but will apply to the next monthly renewal of Your Subscription.  We will inform You of any change in price at least 14 days before the change is due to take effect. If You do not agree to such a change, You may cancel the Contract directly within Your Account on Kajabi or by emailing Us at [email protected] 

6.3 New content will be added to the Subscription regularly. Any new content will be provided on an as and when basis and we make no guarantee as to the amount of new content that will be made available each month.

6.4 All prices are checked by Us before We accept Your order. In the unlikely event that We have shown incorrect pricing information, We will contact You in writing to inform You of the mistake. If the correct price is lower than that shown when You made Your order, We will simply charge You the lower amount and continue processing Your order. If the correct price is higher, We will give You the option to purchase the Subscription at the correct price or to cancel Your order (or the affected part of it). We will not proceed with processing Your order in this case until You respond. If We do not receive a response from You within 7 days, We will treat Your order as cancelled and notify You of this in writing.

6.5 If We discover an error in the price or description of Your Subscription after Your order is processed, We will inform You immediately and make all reasonable efforts to correct the error. Should You wish to cancel the Contract You may do so via Your account or by emailing Us. 

6.6 If the price of a Subscription that You have ordered changes between Your order being placed and Us processing that order and taking payment, You will be charged the price shown on Our Sites at the time of placing Your order.

6.7 All prices on Our Sites exclude VAT and We are not, at present VAT registered. In the event We become VAT registered we will inform You of the same giving You at least 14 days notice. Thereafter VAT, where applicable, will be charged in addition to the Subscription amount detailed on Our Sites. 

7. Orders – How Contracts Are Formed

7.1 Our Sites will guide You through the process of setting up an Account and purchasing a Subscription. (Please also see the attachment below as to setting up an Account.) Before completing Your purchase of a Subscription, You will be given the opportunity to review Your order for the Subscription and amend it. Please ensure that You have checked Your order carefully before submitting it.

7.2 If, during the order process, You provide Us with incorrect or incomplete information (including any incorrect or incomplete information about You or the type of Paid Content that You require) please contact Us as soon as possible.  If We are unable to process Your order due to incorrect or incomplete information, We will contact You to ask to correct it. If You do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel Your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from You providing incorrect or incomplete information.

7.3 No part of Our Sites constitutes a contractual offer capable of acceptance.  Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your order does not mean that We have accepted it. Our acceptance is indicated by Us sending You a Subscription Confirmation by email. Only once We have sent You a Subscription Confirmation will there be a legally binding Contract between Us and You.

7.4 Subscription Confirmations shall contain the following information:

7.4.1 Confirmation of Your purchase;

7.4.2 Your purchase date – please note that your renewal date will be same date each calendar month; 

7.4.3 How to access Our content outside of Our App. 

7.5 In the unlikely event that We do not accept or cannot fulfil Your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to You as soon as possible and in any event within 14 days.

7.6 Any refunds under this Clause 7 will be issued to You as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs. Refunds will be made using the same payment method that You used when purchasing Your Subscription.

8. Payment for Subscriptions

8.1 Payment for each Subscription must always be made in advance in full. Your chosen payment method will be charged when We process Your order and send You a Subscription Confirmation (this usually occurs immediately and You will be shown a message confirming Your payment).

8.2 We accept Stripe and Paypal as means of payment. These third party payment processors accept payments by Visa, Mastercard or American Express. 

8.3 If You do not make any payment due to Us on time, We will suspend Your access to the Paid Content. If You do not make payment within 7 Days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

8.4 If You believe that We have charged You an incorrect amount, please contact Us at [email protected]  as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

9. Provision of Paid Content

9.1 Paid Content appropriate to Your Subscription will be available to You immediately when We send You a Subscription Confirmation and will continue to be available for the duration of Your Subscription (including any renewals), or until the Contract is otherwise ended.

9.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

9.2.1 To fix technical problems or to make necessary minor technical changes; 

9.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements;

9.3 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 9.2, We will inform You in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform You as soon as reasonably possible after suspension).  If the suspension lasts (or We tell You that it is going to last) for more than 14 days, You may end the Contract. To do so You must contact us requesting the same. Please note that advanced notification does not apply where such a suspension has been as a result of Kajabi carrying out essential maintenance on the platform.

9.4 We may suspend provision of the Paid Content if We do not receive payment on time from You.  We will inform You of the non-payment on the due date, however if You do not make payment within 7 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from You.  If We do suspend provision of the Paid Content, We will inform You of the suspension.  You will not be charged for any Paid Content while provision is suspended.

10. Licence

10.1 When You purchase a Subscription to access Paid Content, We will grant You a limited, non-exclusive, non-transferable, non-sublicensable licence for You to access, participate in and use the relevant Paid Content for Your personal business use. You must not share our Paid Content with any third party businesses but You may use the information on Your own social media accounts. The licence granted to You does not give You any rights, other than those mentioned, to Our Paid Content (including any material that We may licence from third parties).

10.2 The licence granted under sub-Clause 10.1 is subject to the following usage restrictions and/or permissions: You may not rent, sell or adapt for sale the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’); and

11. Ending Your Subscription

11.1 You may cancel Your Subscription at any time, however We cannot offer any refunds and You will continue to have access to the Paid Content for the remainder of Your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

11.2 If You wish to exercise Your right to cancel under this Clause 11, You may cancel Your Subscription via the Account area. Details of how You can access the same contained within the Help Centre App Library area. In the event You have difficulties in cancelling the same please email Us at [email protected] 

11.3 Where You contact us by email You must provide us with Your name and the email address in which You signed up to the Subscription with.

11.4 We may ask You why You have chosen to cancel and may use any answers You provide to improve Our content and services, however please note that You are under no obligation to provide any details if You do not wish to.

12. Our Liability

12.1 Subject to sub-Clause 12.3, We will not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us.

12.2 Subject to sub-Clause 12.3, Our total liability to You for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise to 100% of the total of one month Subscription fee under this contract in question.

12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

13. Events Outside of Our Control (Force Majeure)

13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, pandemics, epidemic, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

13.2.1 We will inform You as soon as is reasonably possible;

13.2.2 We will take all reasonable steps to minimise the delay;

13.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly; and 

13.2.4 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary. 

13.5 If the event outside of Our control continues for more than 60 days We will cancel the Contract and inform You of the cancellation. Any refunds due to You as a result of that cancellation will be paid to You as soon as is reasonably possible.

14. How We Use Your Personal Information (Data Protection)

14.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.

11.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy available on Our Sites. 

15. Other Important Terms

15.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, You will be informed by Us in writing.  Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

15.2 You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

15.3 The Contract is between You and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

15.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale.  The remainder of these Terms of Sale shall be valid and enforceable.

15.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

15.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements.  If We change these Terms of Sale as they relate to Your Subscription, We will give You reasonable advance notice, by means of email notification, of the changes and provide details of how to cancel if You are not happy with them. For the avoidance of doubt it remains Your sole responsibility to ensure that you read such emails and act accordingly. 

16. Law and Jurisdiction

16.1 These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the laws of England and Wales. 

16.2 Any disputes concerning these Terms of Sale, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

Attachment 

1.  Use of Paid Content is made available via Kajabi. Such content is made available to You on the following basis. 

2. The technology that We will be responsible for providing

We will subscribe to Kajabi and will pay any necessary fees to maintain that subscription. It will enable us to “host” and to provide Content to You over the internet via those platforms. 

We do not provide any PC, laptop, tablet, mobile phone or other hardware (“Device”) or other software for use on or with any Devices, nor any internet connection or service or other equipment or facilities necessary to enable You to access the Content. 

3. The technology and other items that You will be responsible for providing

It will be Your sole responsibility to ensure that You have access to, and familiarity with all necessary technology so that You can receive and participate in the Content. 

 You will need to ensure that You have access to and use the following non-exhaustive list of facilities for this purpose:

(a) An appropriate functioning Device which is adequately charged; 

(b) An up to date Kajabi App where applicable. It will need to be downloaded to Your Device, and installed and working fully and correctly on Your Device, so that You can receive the Content. However You may also access our Content via a desktop and instructions on how to do this are detailed in Our Subscription email;

(c) Stable, reliable, internet access with adequate speed;

(d) A safe location with a suitable quiet and comfortable environment in which to watch, listen, make notes, and otherwise to participate as necessary, without the presence of any other person to distract You;

(e) Note books, pens, pencils You may need for note taking. 

We do not supply or make available the Kajabi platform that You use to access any Paid Content. We are not a party to Your download and use of those platforms, and We will have no responsibility or liability to You in relation to it in any respect. It will be subject to and governed by such terms and conditions and privacy policy of Kajabi as the third party provider of the platform to Your imposes on such download and use. 

4. Scope of what We make available to accessed

 We do not, and cannot, assist You to obtain, set up, maintain, or operate any technology. If You need any assistance or advice about technology, You should seek it from an appropriate third party. We do not, and cannot, give You any advice about what technology is needed or how to use it. 

We will not be responsible or liable to You if You are unable to access any of the Content due to any failure or delay in performing Our obligations under the Contract resulting from any cause beyond Our reasonable control. In any such case, You will remain liable to pay for the Content that We have made available for You. Such causes beyond Our reasonable control may include (but are not limited to): 

(a) Where You are unable to resolve any technology problem (whether or not You have asked Us for or We have offered any suggestions as to how to resolve the problem); or 

(b) Any slow speed, instability, temporary or other breakdown, unavailability or inadequacy of, or defect in, Your internet service or any other equipment or service (e.g. telecommunications, computing, audio or visual) that You use or rely on; or

(c) Failure of or defect in the Kajabi platform used by Us or You to make the Content available to You; or

(d) Your inability to access the Content due to failure of or defects in Our Sites etc.

5. Account setup needed

In order to purchase any Subscription and enable You to receive any Content, You will first need to setup and then maintain an Account with Kajabi. Our Sites will guide You through the process of setting up an Account. Please also note the following in regard to Account setup.

You may not create an Account if You are under 18 years of age.

During the process of setting up an Account, You will be required to choose a password and user name. We recommend that You choose a strong password for Your Account. 

6. Your responsibility for Your Account and its security

You must not share Your Account or Your Account details with anyone. If You believe that Your Account is being used without Your permission, please contact Us immediately and We will endeavour to change Your password. In the event You are concerned that Your financial information has been provided and used to purchase a Subscription You must contact Your bank immediately for assistance. We will not be liable for any unauthorised use of Your Account.

You are fully responsible for maintaining the confidentiality of Your password and account information and for all activities that occur under Your password or Account. You must ensure that You log out from Your Account at the end of each session accessed by You. 

You must never use anyone else’s Account without prior authorisation from Us for the specific occasion in question.

When creating an Account, the information You provide must be accurate and complete. If any of Your information changes at a later date, it is Your responsibility to ensure that Your Account is kept up-to-date.

If You have an active Subscription, Your Account will remain active for the duration of the period of that Subscription or, if later, until the end of the latest access period granted to any Instruction by the Subscription. 

If You wish to close and delete Your Account, You may do so within the Kajabi app. 

7. Scope of Content

Content offered to You: As part of Your subscription You will have access to pre-recorded marketing training and script and marketing content. 

Your Subscription will consist of an Account area on Kajabi which will include resources such as PDF, Blogs and pre-recorded content. 

Your Progress: We use Our reasonable endeavours to ensure that You are armed with information in order to further Your marketing & speaking efforts. However results will be different for each individual depending on various factors, including, without limitation, how much You utilise the resources, Your ability to follow instructions and to utilise all resources made available to You, work and activities You engage in and Your aptitude. 

Satisfactory progress cannot be guaranteed, and We make no warranty or representation that any particular progress or result will be brought about through Your purchase. 

Last Updated 15^th February 2022