TERMS AND CONDITIONS

1. INTRODUCTION

These terms and conditions and any documents referred to in these terms and conditions set out the legal terms and conditions ("Terms") upon which we (“Naomi Elliott Ltd”) offer for sale, Services/ and or any products and related products to starting and running a new business ("Services/ and or any products") listed on our website at www.naomi-elliott.com (“the Site").

1.2 Why you should read them. These Terms tell you who we are, how we will provide Services/ and or any products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. These Terms also set out the terms applicable to our subscription Services, payment plans/ and or any products including how and when the contract for our subscription Services, payment plans/ and or any products can be terminated. If you think that there is a mistake in these Terms, please contact us. Please read these Terms carefully before you place an order for the Services/ and or any products.

1.3 Other applicable terms. These Terms refer to the following additional terms, which also apply to your use of our Site:

- Our Privacy Policy sets out how we use and respect your personal information, including how we transfer it to third parties if necessary to provide the Services/ and or any products we offer on our Site.

1.4 Are you a business customer or a consumer? In some areas, you will have different rights under these Terms depending on whether you are a business or a consumer. You are a consumer if:

1.4.1 You are an individual.
1.4.2 You are buying Services/ and or any products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft, or profession).

1.5 If you are a business customer this is our entire agreement with you. If you are a business customer these Terms constitute the entire agreement between us concerning your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement these Terms or on our Site.


2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 You can contact us by emailing us at support@naomi-elliott.com

2.2 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.3 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.


3. OUR CONTRACT WITH YOU

3.1 You can request that we provide our Services/ and or any products to you via the Site by clicking relevant links on our website, and any other online platform we use to advertise the Services/ and or any products. We will either accept or reject your request by confirming to you in writing that we agree to provide the Services/ and or any products to you. If we accept your request for us to provide you with the Services/ and or any products, then at this point a legally binding contract is formed between us. We are not bound to provide you with any Services/and or products unless and until we accept them in writing.

3.2 If we are unfortunately unable to accept your request for our Services/ and or any products, we will inform you of this in writing and will not charge you. This might be because of unexpected limits on our resources that we could not reasonably plan for or because we have identified an error in the price or description of the Services/ and or any products.


4. OUR RIGHTS TO MAKE CHANGES

4.1 We may change the Services/ and or any products without notice to you:

(a) to reflect changes in relevant laws and regulatory requirements;

(b) to ensure the content is up-to-date; and

(c) to implement minor technical adjustments and improvements.


5. OUR SERVICES/ AND OR ANY PRODUCTS

5.1 A full description of our Services/ and or any products and (“Course Materials”) being the information provided by us to accompany a course provided as part of the Services/ and or any products in hard copy or electronic form) is set out on the Site. Please note that any images i.e of Course Materials on our Site are for illustrative purposes only. We make every effort to ensure that the description of the Services/ and or any products we offer provides accurate information on the content of each of the Services/ and or any products we have available.

5.2 For us to provide you with the Services and/or any products, you will need to provide us with certain information when we ask or when prompted to on the Site. Please note that we reserve the right to terminate the provision of the Services if you fail to comply with this clause or refuse to provide them and any products if they have not yet been provided to you.

5.3 Ensure the Services/ and or any products are right for you: If you have any doubt or questions about the suitability of any of the Services/ and or any products we offer, please contact us via email at support@naomi-elliott.com before purchasing the Services/ and or any products to ensure it fits your needs.


6. INTELLECTUAL PROPERTY

6.1. All “Intellectual Property Rights” (copyright, rights in or relating to databases, patent rights, performers' rights, designs and registered designs, trademarks, rights in or relating to Confidential Information (defined below), and other intellectual property rights (registered or unregistered) throughout the world in the Course Materials, Services/ and or any products and any logs, journal articles, podcasts, interviews, CD’s, reports, video training, e-books other public or private original works of authorship made by us are and remain our intellectual property, whether adapted, written for, or customised for you or not.

6.2. You are not authorised to:-

(i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Course Materials without prior written permission;

(ii) record on video or audiotape, relay by videophone or other means, the Course Materials or Services/ and or any products or any part of them;

(iii) use the Course Materials in the provision of any other course or training whether given by us or any third party trainer;

(iv) remove any copyright or other notice from the Course Materials;

(v) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Services/ and or any products.

Breach by you of this clause 6.2 shall allow us to immediately terminate our contract with you and cease to provide you with any Services/ and or any products, including but not limited to access to the online courses. Refunds will be given at our sole discretion if you are in breach of clause 6.2.

6.3. In consideration of the fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the Course Materials, the software, and any other materials you benefit from including webinars, etc in respect of the Services/ and or any products for the sole purpose of completing your course/receiving the Services/ and or any products.


7. CONFIDENTIALITY

7.1. Each party shall keep the other party’s (“Confidential Information”) being means the information provided by one party to the other is written, graphic, recorded, machine-readable, or other forms concerning the business, clients, suppliers, finances, and other areas of the other party's business or products, including, without limitation, the Course Materials, but does not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the disclosing party, strictly confidential and not use it otherwise than for these terms and conditions, and shall return it on demand and not retain copies of it.

7.2. Either party may disclose Confidential Information to its legal and other advisors to obtain advice from them.

7.3. This clause shall continue notwithstanding the termination of our contract with you.


8. HOW OUR SERVICES/ AND OR ANY PRODUCTS WORK AND WHEN THE SERVICES/ AND OR ANY PRODUCTS MIGHT BE SUSPENDED

8.1 If you purchase an online course, you will be emailed a login and password after which you will be able to access and download the relevant course material. Access to course materials will not expire, unless in the unlikely event that the programme is removed.

8.2 Reasons we may suspend the supply of Services/ and or any products to you: in some circumstances, it may be that we have to temporarily suspend the Services/ and or any products i.e access to online materials or sessions due to:

(a) a technical problem or make minor technical changes;

(b) update the Services/ and or any products to reflect changes in relevant laws and regulatory requirements;

(c) to update any content.

8.3 Your rights if we suspend the supply of Services/ and or any products: If the Services/ and or any products remains suspended for more than 15 days, you can contact us in writing and we will refund any sums you have paid in advance for the Services/ and or any products in respect of the period the Services/ and or any products remained suspended.

8.4 We may also suspend supply of the Services/ and or any products if you do not pay. If you do not pay us for the Services/ and or any products when you are supposed to per these Terms you will be locked out of your account within 24 hours from the time that your payment was due. In addition, we reserve the right to charge you interest as described in clause 13.5.


9. YOUR RIGHTS TO END THE CONTRACT

9.1 Subscriptions: you can end your contract at any time by sending an email to support@naomi-elliott.com and giving us no less than 30 days’ notice. i.e if you end your subscription part of the way through June, then your contract with us will end at the end of July.

9.2 Consumer right to change your mind and cancel within 14 days. If you are a consumer, you have the legal right to request a refund within 14 days of paying for the Services/and or any products (including subscription services) (“Cooling Off Period”). This right applies only to Services/ and or any products you have purchased but have not accessed or used. If you access or use the Services/ and or any products, your right to cancel within the Cooling Off Period automatically ceases to apply.

9.3 30-day money back guarantee This clause applies regardless of whether you are consumer or a business. We offer a 30-day money back guarantee from the date you purchase the following courses: The Simple Start Up Strategy™, and The Simple Start Up Strategy™ Premium (one time only and applies to fixed price courses as well as those on a payment plan) - if you feel that the Services/and or products won’t help to move your business forward. In this situation, we will give you a FULL refund. If you are a consumer, this 30-day money back guarantee is separate and in addition to your legal right to cancel simply because you change your mind, within the Cooling Off Period.


10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE EXERCISING YOUR RIGHTS UNDER CLAUSE 9.2 OR 9.3)

10.1 Tell us you want to end the contract. To end the contract with us, please let us know by emailing us at email support@naomi-elliott.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.

If you exercise your right to the 30-day money back guarantee under clause 9.3 you must also email us with a copy of your completed workbook (or worksheets), to show us that you've done the work. At this point, we will give you the option to receive a 1:1 session, or if receive a full refund.

10.2 How we will refund you. If you are entitled to a refund under these terms and conditions, we will refund you the price you paid for the Services/ and or any products or the pro-rata payment to the method you used for payment.

10.3 When your refund will be made. We will make any refunds due to you as soon as possible and, in any case, within 14 days of the cancellation or termination of your contract with us.


11. OUR RIGHTS TO END THE CONTRACT

11.1 We may end the contract if you break it. We may end the contract for a Services/ and or any products at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due; or

(b) you breach any of these terms and conditions.


12. IF THERE IS A PROBLEM WITH THE SERVICES/ AND OR ANY PRODUCTS

12.1 How to tell us about problems. If you have any questions or complaints about the Services/ and or any products, please contact us. You can write to us at support@naomi-elliott.com


13. PRICE AND PAYMENT

13.1 The price of the Services/ and or any products (inclusive of VAT unless and any other applicable taxes unless otherwise stated) will be the price stated on the Site. We take all reasonable care to ensure that the price of the Services/ and or any products advised to you is correct.

13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Services/ and or any products, we will adjust the rate of VAT that you pay, unless you have already paid for the Services/ and or any products in full before the change in the rate of VAT takes effect.

13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services/ and or any products we sell may be incorrectly priced. We will normally check prices before accepting your request for the Services/ and or any products, where the Services/ and or any products’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Services/ and or any products’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

13.4 When you must pay and how you must pay. We accept most payment methods. Please contact us directly for a full list of payment methods accepted.

(a) For fixed price courses you must make full payment in advance of delivery of the Services/ and or any products before we start providing them.

(b) Payment plans: If you purchase a payment plan or a split-payment, the terms are clearly laid out on the checkout page. Upon the initial payment you will be given access to the course, and or any appicable Services/ and or products. We will take remaining payments on the same day each month.

(c) For subscription services, we will take payment on the same day each month (the day will be nominated by us). If you subscribe part of the way through the month, we will charge you pro-rata for the remaining days of the month that you join before taking the normal monthly subscription fee the following month in advance for the Services/ and or any products until the subscription is cancelled. You must pay each invoice within 7 calendar days after the date of the invoice.

13.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. We also reserve the right to pass the outstanding debt for collection to an appointed agent at your cost.

13.6 If you purchased The Simple Start Up Strategy™ Premium course on a payment plan, you are still liable for the full cost of the course (£390). If you fail to pay when payment falls due and we have sent you a reminder, (in addition to our right to charge interest under clause 13.5), then your access to the course will be revoked. We will invoice you the outstanding amount, which will be payable by you within 7 days.

13.7 If you have purchased services via a payment plan and fail to pay when payment falls due and we have sent you a reminder, (in addition to our right to charge interest under clause 13.5), then your access to any remaining coaching sessions will be revoked. These plans are offered at a reduced session rate, so at time of ending the contract (regardless of whether it is us or you ending the contract) we will re-calculate the sessions you have already taken at the full rate (£90 per session) and issue an invoice for the difference. If you have already taken more sessions than you have paid for (i.e. you have booked and taken 4 sessions but only paid for 2 months), then we will invoice you the difference, which will be payable by you within 7 days.


14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us at any time before purchasing our Services/ and or any products.

14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors for fraud or fraudulent misrepresentation and liability for defective Services/ and or any products under the Consumer Protection Act 1987 (If you are a consumer, not a business).

14.3 Your responsibility to mitigate your losses. We will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

14.4 We are not liable for business losses. If you are a consumer, we only supply the Services/ and or any products to you for domestic and private use. If you use the Services/ and or any products for any commercial, business, or re-sale (including if you are a business and provide your employees with access to our Services/ and or products) purpose our liability to you will be limited as set out in clause 14.


15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

15.1 Although we aim to provide the Services, physical products and digital products to good industry standards, neither we, nor our trainers/ course creators accept any liability for (i) any inaccuracy or misleading information provided in the programmes or materials provided or made available to you and any reliance by you on any such information, (ii) any loss or corruption of data, (iii) any loss of profit, revenue or goodwill, or (iv) any indirect, special or consequential loss arising from any breach of the Terms.

15.2 Except to the extent that they are expressly set out in these Terms, no conditions, warranties, or other terms shall apply to the Services/and or products we provide. No implied conditions, warranties or other terms apply (including any implied terms as to the satisfactory quality, fitness for purpose or conformance with description).

15.3. Subject to clause 15.4 below, our total liability arising from or in connection with these Terms and in relation to anything which we may have done or not done in connection with these Terms and conditions and the delivery of the Services/ and or any products (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the fees received by us in connection with the relevant Services/ and or products you purchase.

15.4. Nothing in these Terms shall exclude or limit our liability for (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation, or (iii) any other matter which under English law may not be limited or excluded.

15.5. No claim may be brought more than six months after the last date on which the Services ceased to be provided by us (excluding course access which may be unlimited).


16. HOW WE MAY USE YOUR PERSONAL INFORMATION

16.1 How we will use your personal information. We will use the personal information you provide to us:

(a) to supply the Services/ and or any products to you;

(b) to process your payment for the Services/ and or any products; and

(c) if you agreed to this during the order process, to give you information about similar Services/ and or any products that we provide, you may stop receiving this at any time by contacting us.

16.2 We will only give your personal information to third parties where the law either requires or allows us to do so.


17. DISCLAIMER

17.1 The information contained in our Services/ and as part of any products we provide you with has been compiled based on the personal experience and expertise of the course creator and is for educational purposes only. The Services/ and or any products which include the online courses are not intended as definitive advice as to how you should implement what you have learned but rather, as guidance and recommendations only. We make no guarantees or warranties that the information contained in our Services/ and or any products is appropriate for you or that it will improve your career, business, or personal life, or that you will achieve a particular result or manage to start a successful business. The information contained in the Services/ and or any products is by no means complete or exhaustive to the scope of the subject matter and therefore does not apply to all conditions, situations, or opportunities. Any mention of strategy or methodology in any aspect of business does not indicate a guarantee of success and is subject to change.


18. OTHER IMPORTANT TERMS

18.1 We may transfer this agreement to provide our Services/ and or any products to you, to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under our contract with you.

18.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person only if we agree to this in writing.

18.3 Nobody else has any rights under our contract with you. Our contract to provide Services/ and or any products to you is between you and us. No other person shall have any rights to enforce any of its Terms.

18.4 If a court finds part of these Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.5 Even if we delay in enforcing our contract with you, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking our contract with you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Services/ and or any products, we can still require you to make the payment at a later date, and any other payments due to us at later date, also.

18.6 Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law, and you can bring legal proceedings in respect of the Services/ and or any products in the English courts only. However, if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, You may also bring proceedings in Scotland.