Passion Into Profit Participation Agreement

This Participation Agreement (“Agreement”), governs the terms and conditions for participation by a Client identified below (“Client”) in Passion Into Profit (“Program”) created by Thriving Artist Business School Ltd (registered in England and Wales with company number 13571259 whose registered office is at Woodsleigh Cottages, Ladybridge Lane, Bolton, BL15DF (“we” or “us” or “Company”).

BACKGROUND

(A) We trade as Thriving Artists Business School Ltd, trading as TABS, and we are a provider of coaching, training and consultancy services for online business owners. We run masterminds, group programs and courses as part of our offerings. You joined one of our programs.

(B) We have therefore agreed to enter into this Agreement together. We are now setting out what the program will deliver to you, how you will interact and learn alongside other members of the programme, and grant you rights to access and use our bespoke methodologies and coaching materials on the terms and conditions set out in this Agreement.

SERVICE PROVISION

1. You have signed up to participate in our online group program, and the “Services” to be provided by us in consideration of the “Fee” paid by you. By signing up, you agree to the terms and conditions set out in this Agreement, and that these prevail over any other terms and conditions contained or referred to elsewhere, or as implied by law, practice or course of dealing.

2. This Agreement should be read in conjunction with our Privacy Policy, Website Terms of Use (which can be found at our website https://ta-bs.com/privacy-policy and https://ta-bs.com/terms-and-conditions.

3. You will be provided with access to a Program Area as part of the Service, and any content posted or submitted by you within the Program Area is subject at all times to our Acceptable Use Policy which will be made available to you.

4. The start date of the program will be once you sign up for the program. During the Term and in consideration of the Fee payable by you, you will access, participate in and receive the Service. We are invested in your success and it is imperative to the success of the Services that you are also committed, invested and fully engaged in the Services for the duration. There is therefore no general right to terminate, cancel or change the Services during the term of the agreement.

5. You are bound by this Agreement from the date that you joined this program and these terms shall stay in force and effect until terminated in accordance with the Agreement.

6. By joining us for the Service and entering into this Agreement, you warrant that you have access to sufficient funds to pay the Fee and/or each instalment of the Fee at the agreed point in time. If not paying in full, you agree to set up a regular payment to ensure payments are made on time as agreed.

7. In addition to any other rights or remedies we may have, if you fail to pay the Fee or agreed instalment of the Fee as and when due and payable, we reserve the right to:

A. Charge interest on such payment from the due date at the annual rate of 4% above base rate of Lloyds Bank plc, accruing daily and compounded quarterly until payment is made and you shall pay the interest immediately on demand;

B. terminate this Agreement, which may at our discretion include suspending or refusing your access to the Members’ Area, the Works and the Service.

8. Each party shall bear its own costs for the entry into this Agreement. You are responsible for all of your costs and expenses associated with or incurred in connection with the Service during the Term.

ACCESS TO OUR PROTECTED MATERIALS

1. During the Term of the Service and in order that you may access and participate in the Service, we will provide you with access to a number of online areas where you will be able to access documentation and information provided by us in relation to the Service. This will include (but is not limited to) a private online program area and a Circle group (together the “Program Area”). Inside the Program Area we will provide you with personal access to additional training and materials (as may be supplemented and/or updated from time to time, the “Works”).

2. We are the owner (or the licensee) of these rights and all our rights are reserved. You acknowledge and agree with this.

3. Access to the Works is provided to you solely for your use in relation to the Service for the purpose of private learning, personal growth and following along with our training or teaching during the Term of the Service.

4. The Works are an integral part of our brand and our unique methodology and practices. The way in which the Works are used affects our reputation. You are entitled to use the Works only in accordance with the following terms and conditions:
a. You may download and print off any part of the Works in order to participate fully in the Service. All downloading, printing and copying expenses shall be met by you.
b. You must not modify (without our prior written consent):
i. the paper or digital copies of the Works; or
ii. any copyright notices, acknowledgements or citations included in or on the Works.
c. You must not re-publish, re-purpose, re-distribute, share or re-use the Works without our prior written consent, whether for commercial gain or not.
d. You must not hold out or pass off all or any of the Works as being your own methods or materials;
e. You must not use the Works to create any derivative methods or materials;
f. you must not sell the Works without our prior written consent, whether for commercial gain or not.
g. You must not use our trade names or trademarks (whether published on our website or not) without our prior written consent, save as it appears on the Works.
h. Your use of the Works must not:
a. be unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethically offensive;
b. be discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
c. knowingly introduce viruses or other things that are technologically harmful;
d. infringe the privacy, confidentially or intellectual property rights of any third party; or
e. negatively impact us, our brand or reputation.

5. We are not obliged to monitor your use of the Works but if we do so and find they are being applied other than for the purposes set out above then we shall be entitled to terminate this agreement in accordance with clause 8 of this agreement

6. In particular, but without limitation, you may not:

7.
a. re-purpose all or any of the Works nor use them in your own business or training courses;
b. train other people in our methodologies, practices or other Works;
c. provide all or any part of the Works to another training organisation;
d. use all or any part of the Works to create a training programme of your own; or
e. use all or any part of the Works in any workshops, seminars, webinars, teleseminars or other sessions delivered as training programmes.

PRIVATE ACCESS TO THE MEMBERS’ AREA

1. In order that you may access our Service in full, we will provide to you during the Term certain login information and/or dedicated passwords to access the relevant parts of the Program Area. Any such logon information may only be used by you personally. You agree that you will not share any links or passwords or allow access to the Program Area to any other person, company or third party. If you become aware of any unauthorised use, you will contact us immediately and assist us to mitigate any associated risk.

2. We will endeavour to make all parts of the Program Area available to you during the Term of our agreement. However, due to the nature of internet services, we can’t guarantee that all of the Program Area will be available and uninterrupted at all times. We may also need to suspend services from time to time to make improvements or to fix things. Therefore, we are not able to accept any responsibility if, for any reason, the Program Area (or any part of our website or access to the Works) are unavailable. Should this happen we will use reasonable endeavours to provide you with access to the Works in alternative ways.

3. If you do encounter any difficulties with access to the Program Area, please contact us and we will work with you collaboratively to fix any technical issues.

4. Where our Program Area contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the content of those sites or resources.

VIDEO AND AUDIO RECORDINGS

1. You acknowledge and agree that you are participating in a group programme, and there will be video and audio recordings made of live sessions which will then be posted and shared and stored within the Program Area. You authorise me to use your image and voice in any such recordings (and to make use of such recordings generally) without payment, other condition or need for any further specific consent.

2. You may not without prior written consent make any audio or visual recordings of any part of the group programme sessions or of the Works generally.

YOUR PARTICIPATION IN THE SERVICE

1. You agree that full participation in the Service is necessary in order to achieve best possible results and outcomes from your personal perspective. If you do not fully participate, or you miss out elements of the Service then this is likely to have a negative impact on the effectiveness and potential of your outcomes. As such, you commit wholeheartedly to being an active participant including being present and on time for all sessions during the Term of the Service.

2. If you are unable to attend a session you will have access to the recording (if available) and relevant materials and you agree to promptly catch up on that session and use the Program Area to ask any questions or ask for specific support. You understand and agree that group sessions of the type provided within this Service cannot be rescheduled or altered for the benefit of one individual participant over others.

3. You accept and agree that you are one hundred percent (100%) responsible for your own actions including your participation, progress and results during the Term of the Service. We will do our best to support you with getting the maximum benefit and potential outcomes from our provision of the Service but we cannot guarantee that the Service will meet your specific expectations or that you will achieve any particular outcomes or results.

4. You understand and agree that you are participating in the Service for personal and professional growth and therefore give us permission to be honest, direct, supportive and challenging during provision of the Service and our interactions with you. You agree that you are responsible for your own personal wellbeing and that the Service is not to be used in lieu of professional advice for legal, financial, medical, tax or other matters normally handled by professionals.

5. You understand and agree that within the group programme there may be a number of different sub-groups running alongside one another, in order that people can be allocated to the most appropriate support for the point that they are at in their business growth journey. If you are at any time unhappy with a group you are allocated to, you agree to notify us immediately by email so that this perceived issue can be discussed and any necessary changes will be agreed in writing between us.

WARRANTIES

1. The Service and access to the Works are made available to you without warranty of any kind. As a responsible service provider, we have taken all reasonable steps to ensure that it is of satisfactory quality and reasonably fit for the purpose for which it was advertised and on the basis of which you applied.

2. To that end, we give no specific guarantee or reassurance as to the results of participating in the Service and/or using the Works. You accept and agree that your entry into any group programme does not guarantee you any specific results in your personal or professional life, career or business growth. The results and benefits received by participants in our group program can and do vary.

3. Any testimonials provided on our website or otherwise do not and are not intended to represent or guarantee that any other participant in our services will receive the same results or benefits.

4. By virtue of the fact that this Service is a group programme, the Service we offer under this Agreement is not directly tailored to your individual/specific needs. You should always ensure and take responsibility for ensuring that this content is suitable for your intended use.

5. However, we do offer a Continuation Agreement, whereby if you reach the end of the six months and you have not created revenue that equals the fee you paid for the Program, and fit the following criteria, we will agree that you will remain in the Program until you have created revenue that equals the fee you paid for the Program. This investment is based on the fee you paid at the start of the Agreement.

a. You have paid your fee in full and have no outstanding fees.

b. You have completed and implemented the projects supplied within the Program Area, and are able to prove this clearly by providing the necessary documentation, completed workbooks, worksheets, surveys and other training material as provided within each of the projects.

c. You have attended at least 75% of the support sessions during the six (6) month period.

d. You have filled in our Client Monthly Tracker as provided by email and within the Program Area for each of the six (6) months that you were a member of the Program.

e. You have contributed positively to the community and asked for help when needed


BREACH OF TERMS

1. Where we consider there to be a breach of the terms of this agreement, we shall notify you in writing of such breach and invite you to take remedial action within 7 days.

2. Where you fail to remedy the breach notified to you under this Breach of Terms Clause and to provide us with evidence of the remedial action taken, then we shall be entitled to terminate this contract in accordance with clause 2 within clause Termination and Cancellations below.

TERMINATION AND CANCELLATIONS

1. You agree that you have no general right to terminate or cancel this Agreement

2. In addition to any other rights or remedies we may have, we may terminate this Agreement with immediate effect by giving written notice to you if:


a. you have breached any of the warranties of this agreement;
b. you have acted dishonestly, fraudulently or in a way which in our reasonable opinion might adversely affect our goodwill or reputation or our ability to deliver the Service to other participants; or
c. you cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure;

and you acknowledge and agree that clauses 3, 4 and 5 directly below shall directly apply.

3. Upon termination for any reason:
a. we will disable your access to the Program Area;
b. you must cease to access and/or use the Works and to permanently delete any copies from your online or offline storage areas;
c. you undertake to destroy any hard copies of the Works in your possession; and
d. you will cease to receive the Service;
e. we will have no obligation to return to you or remove any content or contribution you may have provided or made during the Term.

4. No refund shall be due on Fees paid to date upon the cancellation or termination of this agreement for any reason.

5. If termination is issued by us in relation to clause 2 above, then all remaining Fees shall remain due and payable by you.

6. Termination of this agreement for whatever reason shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us at the date of termination of this Agreement, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination. Where this Agreement expires at the end of the Term, this shall be treated as a termination for the purposes of all clauses which refer to “termination”.

LIABILITY

1. We need to protect our business and manage our risk. This section does that but please be assured we do not exclude or limit our liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence or for anything that cannot be excluded or limited by English law.

2. We do not accept any liability to you for any: (i) indirect or consequential loss; (ii) loss of profits or loss of business; (iii) loss of goodwill or reputation; or (iv) loss caused by a virus or other technologically harmful material on our website that may infect your computer equipment, programmes or data.

3. Subject to paragraphs 1 and 2 above, our total liability to you shall be limited to the Fee payable by you under this Agreement.

4. This Liability Clause shall survive cancellation or termination of the Agreement.
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DISPUTE RESOLUTION

1. Should an issue arise between us during the Term of this Agreement, you agree in the first instance to contact us in writing by email here in order that we can attempt to resolve issues amicably and reasonably between us. You agree to act reasonably at all times in this regard, and in particular to avoid discussing issues with other participants in the group programme until such time as you have given us reasonable opportunity to resolve and discuss with you.

2. If the issue between us cannot be resolved, we agree to use alternative dispute resolution processes prior to any formal legal action. For example, the CEDR is a professional independent mediation consultancy which helps parties settle disagreements without incurring the cost and expense of litigation. Parties are given the opportunity to express their understanding of the disagreement and an independent mediator helps parties to reach an agreement. The process has been set out in clause 3 below.

3. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause Dispute Resolution Clause:

a. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, both parties shall attempt in good faith to resolve the Dispute; and

b. if both parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

4. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 2 above which clause shall apply at all times.

5. If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 3 above.

EXCLUSIVITY

This Agreement (and/or the Service) is not exclusive to you. You acknowledge and accept that we provide same and similar services to other participants within the group programme and to third parties generally. You are responsible for ensuring that you do not enter into any third-party engagement which might cause a conflict of interest with this Agreement.

GENERAL

1. No financial burden. You agree that neither your participation in the group program nor entry in this agreement or the payment of any fees, costs and expenses in connection with the Service and/or this Agreement, impose on you any financial burden or shall cause you any financial indebtedness that you are not able to meet.

2. Confidentiality. You agree not to share, use, copy, adapt, alter, distribute, duplicate or disclose any confidential information that we share with you (other than where you are required to disclose such information by law). You may also be privy to confidential information shared by other participants in the Service, and you agree to keep this strictly confidential at all times including after termination or expiry of the Agreement. Any breach of this confidentiality clause will give rise to a termination of the Agreement under clause 8 above.

3. Data Protection: If we pass on any personal data to you during the term of this Agreement, you shall only use such data in accordance with our instructions to you relating to such data. You acknowledge and agree that your personal data will be processed by and on behalf of us in order to provide you with the Service. You agree that you have read and understood the Privacy Policy set out at our website https://ta-bs.com/privacy-policy and also made available to you at the time of applying to this programme.

4. Severance. If any provision in this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force so far as legally possible.

5. Variation. We reserve the right to revise and amend the terms of this agreement from time to time for any reason. We will send to you any revised version by email.

6. Notices. Notices required to be served under this agreement should be served in writing either personally, by first class post to the addresses specified above or to such other addresses notified to the other in writing. Any such notices shall be deemed to be served 2 days following the date of posting.

7. Transfer of rights. We may transfer our rights or transfer all our rights and obligations by novation from time to time. No transfers or novations are permitted by you since this Agreement is personal to you and you may not assign, transfer, sub-contract or delegate in any other manner with this agreement.

8. Entire agreement. This agreement sets out the entire agreement between us in relation to your rights as a recipient of the Service. This agreement supersedes any and all prior agreements, communications and proposals. You agree that in entering into this Agreement you have not relied on any statement or representation made by any person (including a third party) relating to membership of the group programme or provision of the Service.

9. Third party rights. Any person not a party to this Agreement shall not have any rights under or by virtue of the Contracts (Rights of Third Parties) Act 1999.

10. Status. Nothing in this agreement shall create any employment, joint venture, partnership, agency or similar relationship between us. We do not have any right or power to bind each other to any obligation whatsoever.

11. Governing Law and Jurisdiction. This agreement shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

This agreement has been entered into on the purchase of the Program.