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Terms of Service 

Important matters – please read

You acknowledge, represent, warrant and agree that:

  • that any information, recommendations, knowledge, experiences, investment insights, material and content on the Site (including in the Members Zone) provided by us under this Agreement (“Content”) does not constitute legal, financial, regulatory, investment, due diligence or risk management advice;

  • the Content is provided for informational purposes only and you must not rely on the Content;

  • you should make investment or investment related decisions on your own accord, and if you consider appropriate, seek advice from a financial advisor before making such decisions; and

  • you waive and release us from any claims or Liabilities that you or any third party may have against us in relation to any reliance upon the Content (including where you or any other person rely on Content to make investment or investment related decisions).

  1. This Agreement

    1. What this Agreement Covers: This Agreement contains the terms and conditions on which we supply the Site (including the Members Zone) to you, whether the Site comprises of services and/or digital content.

    2. Please read this Agreement carefully before you accept this Agreement. This Agreement tell you who we are, how we will provide the Site to you, how you and we may change or end this Agreement, what to do if there is a problem with the Site and other important information. If you think that there is a mistake in this Agreement or require any changes to this Agreement, please contact us to discuss (using our contact details above).

    3. How to tell us about problems: If you have any questions or complaints about the Site, please contact us to discuss (using our contact details above).

  2. Introduction

    1. This agreement (Agreement) is entered into between Kalipha Ltd T/A Kayans Markets a company registered in England and Wales  with company registration number is 14686057 (we, us or our) and you, together the Parties and each a Party. In this Agreement, you means the person or entity registered with us as an Account holder, or where you do not have an Account, the person or entity using the Site.

    2. We provide a website with free pages, and a Members Zone (which, under a paid subscription, you can access online video courses and/or online workshops), (Site).

  3. Acceptance and Site Licence

    1. You accept this Agreement by checking the box, clicking “I accept”, registering on the Site, or using the Site.

    2. We may amend this Agreement at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Site after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If the changes significantly impact your Membership and have a negative impact on you, and you do not agree to the changes, in addition to your rights at law (including your right to cancel this Agreement under clause 9), you may terminate your Membership by notice in writing to us before the change comes into effect.

    3. Telegram: If you choose to join our Telegram community, your use of Telegram is subject to the Telegram terms of service and our rules in our Telegram community.

    4. Subject to your compliance with this Agreement, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site in accordance with this Agreement. Subject to your compliance with this Agreement and payment of the Fees, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to access the Members Zone (and the relevant content in the Members Zone) in accordance with this Agreement. All other uses are prohibited without our prior written consent.

    5. When using the Site, you must not do or attempt to do anything that is unlawful or inappropriate, including:

  1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

  2. using the Site to defame, harass, threaten, menace or offend any person, including using the Site to send unsolicited electronic messages;

  3. tampering with or modifying the Site (including by transmitting viruses and using trojan horses);

  4. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; and

  5. facilitating or assisting a third party to do any of the above acts.

  1. Site and Members Zone

    1. In consideration for your payment of the Fees, we agree to provide you with access to the Members Zone via the Site and any other services we agree to provide as set out in your Account.

    2. We will provide you with access to the Members Zone from when you pay the Fees until either your Membership expires or this Agreement is terminated.

    3. We agree to use our best endeavours to make the Site available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Site may be unavailable during the times we are performing such maintenance.

    4. Should you be unable to access the Site, or should you have any other questions or issues impacting on your use and enjoyment of the Site, you must place a request over the phone or via email. We will endeavour to respond to any support requests in a reasonable period.

    5. You acknowledge and agree that the Site may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, Telegram and internet providers) (Third Party Services).

    6. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Site, you agree to maintain a backup copy of any data you input into the Site.

  2. Changes to your Membership requested by you:

If you wish to change your Membership (for example, by upgrading to different courses or workshops), you must provide notice to us via email that you wish to change your Membership. We will let you know if the change is possible, and any changes to the Fees or the Term. The change will be effective once you agree to the changes to the new Fees and the Term and pay any increase to the Fees.

  1. Changes to the Site

    1. Minor changes to the Site: We may change the Site:

  1. to reflect changes in relevant laws and regulatory requirements, which may result in changes to the storage of data on the Site or changes to the content on the Site; and

  2. to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Site.

    1. More significant changes to the Site: In addition to clause 6.1, we may, from time to time, inform you of more significant changes to the Site if they will significantly impact your use of the Members Zone. If you do not agree to such changes, you may notify us in writing that you wish to terminate this Agreement before the changes take effect and receive a pro rata refund for any access to the Members Zone paid for by you but not received.

    2. Updates to digital content: We may update or require you to update Site containing digital content, provided that the digital content will always match the description of it that we provided to you before you bought it.

  1. Accounts

    1. You must create an account (Account) to access the Members Zone.

    2. You must provide basic information when registering for an Account including your name and email address and you must choose a password.

    3. All personal information you provide to us will be treated in accordance with our privacy notice. You can find our privacy notice on our website.

    4. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.

    5. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

    6. When you create an Account, you must also select a membership (Membership). You may choose between different tiers of Membership with different courses as set out on our Site.

  2. Memberships

    1. Your Membership to the Member Zone may begin with a free trial. The free trial period of your Membership will last for the period specified on the Site or in your Account. We determine free trial eligibility in our sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your Account at any time in the event that we determine that you are not eligible. Free trials are only available for new Account holders. If you do not cancel during the free trial period, we will charge your chosen payment method for the Membership you have chosen and its corresponding membership fee (Fees) on the day your free trial ends (Payment Date). If you do not pay the membership fee for the Membership you have chosen (Fees) on the Payment Date, your access to the Members Zone will finish at the end of the free trial.

    2. Unless your Membership is terminated in accordance with this Agreement, your Membership continue from the Payment Date for 12 months.

    3. The payment methods we offer for the Fees are set out on the Site. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

    4. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

    5. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor, PayPal.

    6. Subject to your rights at law (including your right to cancel this Agreement under clause 9), the Fees are non-refundable once paid.

  3. Change of mind returns Exercising your right to change your mind (Consumer Contracts Regulations 2013)

    1. In relation to your Members Zone, you have 14 days after the day you pay the Fees, or, if earlier, until you start streaming any of the content in the Members Zone. We agree not to provide you with access to the Site during this cancellation period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted this Agreement, if you instruct us to provide you with access to the Site within this cancellation period, this will be taken to be an express request by you, and you will lose your right to cancel if the relevant Products are fully performed by us.

    2. When you don't have the right to change your mind: You do not have a right to change your mind in respect of the Members Zone after you have started to stream any of the content in the Members Zone.

    3. Tell us you want to cancel this Agreement: If you want to cancel or terminate this Agreement, you should use the Model Cancellation Form at Attachment 1.

    4. When your refund will be made: We will make any refunds due to you as soon as possible.  If you are exercising your right to change your mind under this clause 9 then your refund will be made within 14 days of your telling us you have changed your mind.

  4. Our Intellectual Property

    1. You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Site, the Site itself, and any algorithms or machine learning models used on the Site (Our Intellectual Property) will at all times vest, or remain vested, in us.

    2. We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. You may only access Our Intellectual Property on your personal device, and you may not use Our Intellectual Property for any commercial purpose.

    3. You must not, without our prior written consent:

  1. copy, in whole or in part, any of Our Intellectual Property;

  2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

  3. breach any intellectual property rights connected with the Site, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

    1. This clause will survive the termination or expiry of your Membership.

  1. Your Data

    1. You own all data, information or content you upload into the Site (Your Data), as well as any data or information output from the Site using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).

    2. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

  1. communicate with you (including to send you information we believe may be of interest to you);

  2. supply the Site to you and otherwise perform our obligations under this Agreement;

  3. diagnose problems with the Site;

  4. enhance and otherwise modify the Site;

  5. perform Analytics;

  6. develop other services, provided we de-identify Your Data; and

  7. as reasonably required to perform our obligations under this Agreement.

    1. You agree that you are solely responsible for all of Your Data that you make available on or through the Site. You represent and warrant that:

  1. you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by this Agreement); and

  2. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

    1. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Site, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.

    2. We do not endorse or approve, and are not responsible for, any of Your Data.

    3. You acknowledge and agree that the Site and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Site.

    4. This clause will survive the termination or expiry of your Membership.

  1. Our Warranties

    1. In consideration of your payment of the Fees, we will provide the Site in accordance with this Agreement and all applicable laws, whether ourselves or through our personnel.

    2. We warrant to you that the Site will be provided using reasonable care and skill.

  2. Your Warranties

You represent, warrant and agree that:

  1. you will not use our Site, including Our Intellectual Property, in any way that competes with our business;

  2. there are no legal restrictions preventing you from entering into this Agreement; 

  3. all information and documentation that you provide to us in connection with this Agreement is true, correct and complete; and 

  4. you have not relied on any representations or warranties made by us in relation to the Site (including as to whether the Site is or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement.

  1. Problems with the Site

See the box below for a summary of your key legal rights in relation to the Site. Nothing in this Agreement will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

The Consumer Rights Act 2015 says the digital content in the Members Zone (for example, the online courses) must be as described, fit for purpose and of satisfactory quality.

If the digital content is faulty, you’re entitled to a repair or a replacement.

If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.

If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

See also clause 9.

  1. Limitations on and Exclusions to our Liability

    1. Neither Party may benefit from the limitations and exclusions set out in this clause 15 in respect of any liability arising from its deliberate default.

    2. The restrictions on liability in this clause 15 apply to every liability arising under or in connection with this Agreement including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

    3. Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:

  1. death or personal injury caused by negligence; or

  2. fraud or fraudulent misrepresentation.

    1. This clause 15.4 applies to the extent that the Members Zone is considered digital content. If the Members Zone contains defects and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

    2. To the maximum extent permitted by law, we shall have no liability for any Liability in relation to any Third Party Services, or any unavailability of the Site due to a failure of the Third Party Services.

    3. To the maximum extent permitted by law, we shall have no liability for any Liability for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Site to be unavailable.

    4. Subject to clauses 15.1 (no limitation in respect of deliberate default), clause 15.4 (damage caused by defective digital content) and 15.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law: 

  1. you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Acceptance and Site Licence clause (clause 3) and the Intellectual Property clause (clause 9) of this Agreement;

  2. we only supply the Site for domestic and private use. If you use the Site for any commercial, business or re-sale purpose we will have no liability to you for liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity; and

  3. a party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss.

    1. Subject to clauses 15.1 (no limitation in respect of deliberate default), clause 15.4 (damage caused by defective digital content) and 15.3 (liability which cannot legally be limited), but despite anything to the contrary, if either Party fails to comply with this Agreement, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with this Agreement.

    2. We have given commitments as to the compliance of the Site with this Agreement and applicable Laws in clause 12. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.

    3. This clause 15 will survive the termination or expiry of your Membership.

  1. Termination

    1. A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

  2. the Defaulting Party is unable to pay its debts as they fall due.

    1. Should we suspect that you are in breach of this Agreement, we may suspend your access to the Site while we investigate the suspected breach.

    2. Upon expiry or termination of your Membership:

  1. we will revoke your access to the Members Zone and your Account will be deleted; and

  2. you agree that other than where termination is due to our breach of this Agreement, and to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you.

    1. Where termination is due to our breach of this Agreement, we agree to refund you for any prepaid unused Fees on a pro-rata basis.

    2. Termination of a Membership will not affect any rights or liabilities that a Party has accrued under this Agreement. 

    3. This clause will survive the termination or expiry of your Membership.

  1. General

    1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

    2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

    3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

    4. Disputes: Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Law Society of the United Kingdom] via their website at https://www.lawsociety.org.uk/en. The Law Society of the United Kingdom will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.

    5. Entire Terms: Subject to your consumer law rights, this Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes and extinguishes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, whether written or oral, in respect of its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

    6. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

    7. Governing law: This Agreement is governed by the laws of England and Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Site may be accessed in the UK and overseas. We make no representation that the Site complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Site from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Site.

    8. Notices: Any notice given under this Agreement must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

    9. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

    10. Third party sites: The Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Site, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Site (Affiliate Link) or for featuring certain products or services on the Site. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Site, or which (if any) third party links are Affiliate Links.

  2. Definitions

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right 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, including in respect of the foregoing.

  • means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this Agreement or otherwise.

© LegalVision Law UK Ltd

Last Updated: 15 February 2023

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