General Terms 

         Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like            amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service          Provider to the Training Coach under this Agreement and such shall be payable by the Training Coach to the                  Service Provider in addition to all other charges payable hereunder. 

 

1.1 Warranty 

    1. The Service Provider represents and warrants that: 

      1. it will perform the Services with reasonable care and skill; and 

      2. the Services and the Materials provided by the Service Provider to the Training Coach under this Agreement will not infringe or violate any intellectual property rights or other right of any third party. 

 

1.2 Limitation of liability 

    1. Subject to the Training Coach’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price paid by the Training Coach to the Service Provider. 

    2. To the extent it is lawful to exclude the following heads of loss and subject to the Training Coach’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. 

    3. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence. 

 

1.3. Term and Termination 

    1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date. 

    2. Either Party may terminate this Agreement upon notice in writing if: 

      1. The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or 

      2. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party. 

    3. If the Training Coach is a consumer and the Distance Selling Directive (97/7/EC) (the "Directive") applies to this Agreement, the Training Coach may terminate this Agreement within the relevant timescales prescribed by the regulations or laws in the relevant Member State which implement the requirements of the Directive in respect of a right for the Training Coach to withdraw from a contract. In the event of termination in accordance with this Clause 2.4(c), the liability of the Training Coach to the Service Provider shall be as prescribed in the Directive or in any regulations or laws implementing its requirements in the relevant Member States. 

    4. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 

1.4 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

1.5 Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

1.6 Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

    1. first class post, 2 days from the date of posting; 

    2. hand or by facsimile transmission, on the date of such delivery or transmission; and 

    3. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail. 

 

 

1.7  Miscellaneous 

    1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 

    2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected. 

    3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 

    4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. 

    5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. 

    6. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. 

    7. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration. 

    8. This Agreement shall be governed and construed in accordance with the laws of England in every particular   and the parties agree to submit disputes arising out of or in connection with this Agreement to Courts in England. In the event a dispute arises between the Parties (including any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims), the Parties shall attempt to resolve such dispute through good faith negotiations, including mutual consultations.

 

 

1.8 severability.  

In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement.

 

1.9 Personal Data:

Service Provider is committed to protecting and respecting your privacy and those of our registered athletes when visiting any website maintained by us including without limitation our mobile application and IN TOUCH LIMITED is a Registered Data Controller to the UK Data Protection office under the number A8095480.  Our Data Protection Policy is published and can be inspected at http://www.in.io/#!data-policy/o22i8.

 

2. Changes to InTouches General Terms 

We reserve the right to amend out general terms. Any changes we may make to our General Terms in the future will be posted on this page and, where appropriate, notified to you by e-mail.

 

 

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