TERMS & Conditions
1. ABOUT US
1.1 We are Professional Fitness Coaches Limited (company number 12338058), a company registered in England and Wales and our registered office is at 5 Imperial Court, Laporte Way, Luton, United Kingdom, LU4 8FE. We operate the website at www.thepfca.com (“Website”).
2. OUR CONTRACT WITH YOU
2.1 These terms and conditions (“Terms”) govern your relationship with us and the supply of our services to you when you complete an application for Membership and/or to attend a course or seminar.
2.2 Please refer carefully to these Terms before you apply for Membership or to attend a course or seminar. By submitting an application for Membership or an application to attend a course and/or seminar you are confirming that you have read, understood and accept these Terms which form a contract between you and us.
3. OUR SERVICES
3.1 We offer various services, which are described in more detail here (“Services”).
4. MEMBERSHIPS
4.1 PFCA Coaches Network Membership
(a) To join the PFCA Coaches Network (“Membership”), you must complete the application on our Website. You will need to pay a membership fee as part of your application.
(b) Your Membership is personal to you and cannot be shared with any other person.
(c) You agree to provide complete and truthful information when applying for Membership and to update us should any of your Membership details change during the period of your Membership.
4.2 SEMINAR AND COURSES
(a) To book a place at one of our seminars or courses, you must complete the purchase through our Website.
(b) Any course or seminar attendance is personal to you and cannot be shared with or handed over to any other person.
(c) Rarely from time to time we may need to cancel or reschedule a seminar or course and we will notify you of this by email as soon as is reasonably practicable should the need arise.
5. CONTRACT TERM, CANCELLATIONS AND REFUNDS
5.1 PFCA Coaches Network Membership
(a) Cancellation of your monthly Network subscription requires payment of a one-month cancellation fee. Once canceled, you will be ineligible to rejoin the Network for a period of 12 months from the cancellation date.
(b) You are responsible for monitoring your own Membership and we accept no responsibility for any missed opportunities for you to cancel your Membership.
(c) Any notices of cancellation should be sent to info@thepfca.com
(d) Upon expiration or cancellation of your Membership you must cease to use the Services and destroy all PFCA Materials you have accessed during your Membership.
5.2 SEMINARS AND COURSES
(a) Any notices of cancellation should be sent to info@thepfca.com
(b) If you cancel your attendance at a seminar or course, you shall not be entitled to any refund of Charges paid. This clause (5.2(b)) does not apply to the FFC Course which is dealt with in clause 5.2
(c) CPT
(i)Students are obligated to participate in a minimum of 8 out of the 11 Monday evening seminars. The attendance will contribute to the calculation of the final pass mark.
(ii)Students are required to finish the online assignments within the designated time frame provided at the beginning of the course. Failure to complete the work within this period may result in a resit fee of £395.
(d) FFC Course
– If you wish to apply for a refund, Follow procedure outlined in 5.2(a)
– You are only Eligible for any refund of charges paid, if and only if you satisfy BOTH Criteria below:
(i)You apply for a refund within 14 days of Purchasing the FFC course.
(ii) No more than 20% (the first 2 modules) of the course has been accessed or complete, and your FFC handbook is returned in an untouched condition.
(e) If you cancel your attendance at a seminar or course, you shall not be entitled to any refund of Charges paid.
6. CHARGES AND HOW TO PAY
6.1 In consideration of us providing the Services you must pay our charges in accordance with this clause 6.
6.2 The charges are the prices quoted on our Website or in the payment link sent to you at the time you submit your Membership application or sign up to a course or seminar as relevant (“Charges”).
6.3 We may change our Charges from time to time. We will give you at least 30 days written notice of any such changes, and we guarantee that any increase in Charges will not affect you during any minimum commitment period to which you are subject.
6.4 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6.5 You can pay our Charges either:
(a) monthly in advance by direct debit, where applicable; or
(b) annually in advance for the entire Initial Fixed Period and unless otherwise agreed, monthly in advance by direct debit thereafter; or
(c) in respect of seminars and courses, at the time of booking.
6.6 You will not gain access to the Services until you have paid the relevant Charges.
6.7 If you fail to pay any Charges by the due date, then, without limiting our remedies under clause 11 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
6.8 You must pay all amounts due pursuant to these Terms in full without any set-off, counterclaim, deduction or withholding.
7. PERMITTED USE OF OUR MATERIALS
7.1 As part of the Membership package, you will have access to forms, documents and information provided by us to you (“PFCA Materials”) via the relevant chosen medium. All Intellectual Property Rights in or arising out of or in connection with the PFCA Materials and/or the Services or courses or seminars will be owned by us. Intellectual Property Rights means all intellectual property rights of any nature including:
(a) copyright, patents, trademarks, database rights, designs, format rights, inventions, know-how, trade secrets, techniques and confidential information, customer and supplier lists and other proprietary knowledge and information (whether registered or unregistered);
(b) applications and all rights to apply for registration for any of the foregoing; and
(c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world in each case for their full term and together with any revivals, renewals or extensions.
7.2 Subject always to the payment of our Charges and adherence to these Terms, you shall be granted a non-exclusive, non-transferable, non sub-licensable, revocable licence for the term of your Membership to use the PFCA Materials solely for the purpose of receiving and using the Services and such deliverables in your business (“Permitted Use”).
7.3 You may reproduce, print and make back-up copies of the PFCA Materials solely for the Permitted Use.
7.4 You may not sub-license, assign or otherwise transfer the rights granted to you pursuant to this clause 7. You are not permitted to sell, distribute or otherwise exploit for financial gain the PFCA Materials to any third party.
7.5 It is the intention of the parties that:
(a) you shall own all bespoke copy, layouts, artwork, storyboards, scripts, presentations, drawings, documents, charts, graphics, photographs, films and/or other materials created or produced by us or on our behalf specifically for you in the course of providing the Services, on any media (the “Bespoke Deliverables”);
(b) you shall own all third-party materials comprised in Bespoke Deliverables, where an assignment of such materials is available on commercially reasonable terms.
7.6 PFCA hereby irrevocably, unconditionally and absolutely assigns to you with full title guarantee and without restriction, all right, title, interest in and to all existing and future intellectual property rights (including future copyright and design rights) subsisting in or relating to the Bespoke Deliverables.
7.7 To the extent that clause 7.6 is not effective to assign legal title to the intellectual property rights in the Bespoke Deliverables, then PFCA shall assign to you such intellectual property rights as and when requested by you, at your sole cost, by executing any assignment documents reasonably required by you. Until such time as those intellectual property rights are assigned to you, the PFCA shall hold all such rights on trust for you, and you shall have an exclusive worldwide, royalty-free licence under those intellectual property rights and to use the Bespoke Deliverables for any purpose.
7.8 You hereby grant to the PFCA a non-exclusive, non-transferable, royalty-free licence to use your property (including logos and trademarks) and the Bespoke Deliverables, solely to the extent necessary to enable us to provide the Services.
8. HOW WE MAY USE YOUR PERSONAL INFORMATION
Our Privacy Policy sets out the terms on which we process any personal data we collect from you or that you otherwise provide to us during your membership and/or course or seminar application and otherwise during your membership.
9. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
9.1 These Terms are not intended to and will not limit or exclude any liability that we are not permitted to limit or exclude under applicable law, including our liability for personal injury or death caused by our negligence, for fraud or fraudulent misrepresentation, or for our breach of applicable consumer laws or your statutory rights.
9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with your Membership or using the Services or attendance at a course or seminar for:
(a) loss of profits; loss of sales or business;
(b) loss of agreements or contracts;
(c) loss of anticipated savings;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
9.3 You agree that your use of the Services is on an “as is” and “as available” basis and that your use of the Services is at your sole risk. We do not guarantee continuous uninterrupted or secure access to the Services and operation of the Services may be interfered with by numerous factors outside of our control.
9.4 We do not provide conditions, warranties or other terms in relation to the Services or any of the Materials to the fullest extent permissible by law. You are solely responsible for considering whether using any of the PFCA Materials is suitable for your business and we give no warranties as to the suitability of any of the PFCA Materials.
9.5 This clause 9 will survive cancellation of your Membership.
10. CONFIDENTIALITY
10.1 We each undertake that we will not at any time, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause
10.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms.
10.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms.
11. TERMINATION
11.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate your Membership with immediate effect by giving written notice to you if:
(a) you commit a material breach of any of these Terms and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amounts due pursuant to these Terms on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.2 On termination of your Membership you must cease to use the Facebook Group and you shall not be permitted access or download any further Materials from the Facebook Group.
11.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. COMMUNICATIONS BETWEEN US
12.1 When we refer to “in writing” in these Terms, this includes email.
12.2 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
12.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission provided that, in the case of notice sent by email, no automated delivery failure notice is received by the sender.
12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.
12.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
13. GENERAL
13.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under these Terms to another entity but will always notify you in writing or by posting on the Website if this happens.
(b) You may only assign or transfer your rights or your obligations of your Membership and or seminar or course attendance to another person if we agree in writing.
13.2 Variation
(a) We reserve the right to change and update these Terms from time to time in order to reflect changes in law, regulation or best practice; changes in our business practices; or to deal with changes which we may introduce to our membership packages and/or seminars or courses. We will let you know about any important changes on the Website.
(b) By continuing to use our Services after changes are made and notified to you as described above, you are accepting those changes and will be bound by them.
13.3 Waiver
(a) If we do not insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
13.4 Severance
(a) Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5 Third Party Rights
(a) These Terms are between you and us. No other person has any rights to enforce any of its terms.
13.6 Entire agreement
(a) These Terms form the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.
13.7 Governing law and jurisdiction.
(a) These Terms, and any dispute arising out of or in connection with these terms and conditions of Terms and/or your use of the Services, are governed by English law and will be subject to the exclusive jurisdiction of the courts of England and Wales.
