Terms and Conditions of Service
1.1. These Terms and Conditions (“Terms”) along with our privacy notice, available at www.thinksmartmarketing.co.uk (The “Website”) confirm the basis on which we provide our Services to you. By purchasing our Services, you are agreeing to be bound by them.
1.2. In accordance with these Terms, including any schedules, we agree to provide you with the Services (as defined below) in exchange for payment of the Fee (as defined below).
1.3. This agreement will begin when we provide you with our welcome email/ pack and will continue until the date set out in the schedule, or until the last Session is delivered, whichever is the earliest, unless Terminated earlier in accordance with these Terms.
- The Services
2.1. We provide marketing support through structured and bespoke Marketing Mentoring programmes (“the Services”) delivered by way of individual Sessions (“the Sessions”). The details of the Service we’ve agreed to provide to you are set out in the attached schedule.
- Our Marketing Mentoring Sessions
3.1. Sessions will take place face to face or via online meeting facility, as agreed, and you will be responsible for scheduling your Sessions with us.
3.2. You agree to attend your Sessions at the agreed time and place and when you attend to be free from disruptions and ready to focus with all prior agreed actions completed.
3.3. If you need to cancel and reschedule, you agree to provide at least 48 hours’ notice, otherwise you accept that you’ll forfeit the right to that Session. Any rescheduled Sessions must take place within the same calendar month otherwise they will be lost. Sessions will not be carried over.
3.4. If we’re waiting for you to attend a Session for more than 15 minutes, without any communication, we reserve the right to treat this as a no show and you’ll forfeit your right to that Session.
3.5. Where Sessions take place at a third-party venue, you agree to conduct yourself in a reasonable and responsible manner and be fully responsible for yourself and your belongings.
- Payment and charges
4.1. The Fee for the Service is as set out in the attached schedule (“the Fee”).
4.2. The Fee must be paid within seven days from the date of our invoice, unless agreed in writing otherwise.
4.3. If you choose to pay by credit or debit card you authorise us to charge your payment method. If it’s rejected, or fails, but you’ve still received access to the Services, you agree to provide full payment of the Fee within seven days from the Services being provided.
4.4. If we agree to accept payment of the Fee by instalments, then you agree to:
4.4.1. set up a direct debit to cover your instalment payments; and
4.4.2. provide payment of the instalments as and when they fall due in accordance with the instalment plan agreed at the time of purchase of the Services.
You accept and understand that you’ll remain responsible for providing the instalment payments until the Fee has been paid in full.
4.5. The Fee does not include any additional costs. If we incur expenses such as travel or accommodation costs in connection with delivery of the Services, these will be added to your invoice and you’ll be responsible for payment of them.
4.6. Time for payment of the Fee and any expenses shall be of the essence and shall be made without deduction, set off, or any form of withholding except as is required by law.
- What you agree when you buy from us
5.1. When you purchase our Services, you’re confirming that you’re over 18, that you’re capable of entering into a legally binding contract and that all information you provide to us is true and accurate.
5.2. During the Marketing Mentoring process, you may choose to review and make decisions concerning your personal and home life, business and career, finances, lifestyle, education and development or health and wellness. You accept that any such reviews, subsequent decisions, implementation and action will be your sole responsibility and that we shall not be liable for your failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of your access to and/ or use of the Services.
5.3. You acknowledge that the Services are designed to provide you with information, materials and support to assist you in developing yourself and your business, they are not a substitute for counselling or other therapy Services. If you’re currently seeking medical or other professional help concerning your mental health, or if you’re in any way unsure as to your mental capacity to use the Services, then you agree to seek advice from a relevant medical professional and inform us if appropriate and relevant.
- Your purchase of the Services
6.1. Your purchase of any Services is a contractual offer that we may choose to accept and our welcome email/ pack confirms acceptance of your order and our legally binding agreement.
6.2. If your order is not accepted, we’ll notify you by email and provide a full refund.
6.3. We reserve the right to make changes to the Services, in whole or part, as we reasonably require, without notice to you and we shall not be liable for any reasonable changes or cancellations that we make.
6.4. Without prejudice to any other right or remedy that we may be entitled to, where your account is beyond seven days overdue then:
6.4.1. we’ll be entitled to withhold delivery of Services until payment has been made in respect of the outstanding amount;
6.4.2. interest shall accrue and be added to your account on a daily basis as from the date payment is due until full payment (including accrued interest) is received. Interest will be calculated on the outstanding Fee at a rate of 8% over the Bank of England’s base rate from time to time; and
6.4.3. any discount or other agreed promotional rate will cease to apply and you will be responsible for payment of the full Fee amount.
6.5. If payment is beyond 30 days overdue, we’ll be entitled to instruct a collection or legal agent to seek recovery of the outstanding amount, along with our reasonable costs incurred in taking such action.
- Refund policy
7.1. No refund policy shall apply to your purchase of the Services, including any deposit payment.
7.2. In light of our refund policy, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted. If you have any concerns with the Services, you agree to notify us in accordance with these Terms. If you choose to pursue a chargeback claim without contacting us first then you accept you’ll be in breach of these Terms and you agree to indemnify us for the repayment of any charges, costs or Fees imposed by your debit or credit provider, or our merchant Service provider or incurred by us.
- Cancellation and Termination
8.1. You can cancel the Services by providing us with a full calendar months’ notice by email. No refunds shall apply despite cancellation.
8.2. When you cancel, all payments due to us shall become immediately due and payable.
8.3. We reserve our rights to Terminate our agreement and your access to the Services, with immediate effect, if you:
8.3.1. commit a material breach of your obligations under these Terms; or
8.3.2. fail to provide payment of any sum due to us as and when it becomes due; or
8.3.3. become subject to a bankruptcy or similar financial order or proceedings affecting you or your business; or
8.3.4. act or behave in a way which we reasonably consider may have a detrimental effect on our business or reputation; or
8.3.5. fail to positively engage with the Services or impair the delivery of the Services; or
8.3.6. fail to abide by any of these Terms or any other guidance we may provide whether such action constitutes a material breach or not.
8.4. Upon termination for any reason:
8.4.1. all Terms which either expressly or by their nature relate to the period after the Services have been delivered or terminated shall remain in full force and effect; and
8.4.2. you shall cease to use, either directly or indirectly any content, tool and/ or confidential information belonging to us and shall immediately destroy or return to us any copies in your possession.
- Complaints or concerns
9.1. If you have any concerns about the Services, you agree to let us know by email to firstname.lastname@example.org and give us a reasonable amount of time to investigate and resolve your concerns before you take any further action. For the purposes of these Terms, further action includes stopping payment or making any chargeback or similar claim.
10.1. The protection of confidentiality is very important to us. When you disclose confidential information to us, we agree not to communicate or disclose it, make it available to others, or use it for our own purposes without your consent.
10.2. Where we disclose confidential Information to you, you agree that the confidential information belongs solely and exclusively to us, and that you will not share it or use it in any way other than in discussions as part of your use of the Services;
10.3. In these Terms, confidential information means ideas, know-how, business practices, customer/ client details, concepts and techniques, plans, trade secrets, and other confidential and/ or proprietary information (“confidential information”). It excludes any information that was already known to us before you provided it, or where it was already in the public domain, created by us, or provided to us separately by someone else without any breach of these Terms.
10.4. If we provide you with access to materials, information, resources, data and/ or other content as part of the Services (“content”), you agree to only use it in connection with your use of the Services and not to copy, disclose, share or otherwise use it for any commercial reasons without our express consent.
10.5. As part of the Services we may provide you with access to an online document storage facility. This facility may contain information relating to our Sessions such as recordings or notes as well as other documents or Content. Access will be provided at our discretion and will Terminate automatically when this agreement Terminates. You agree to keep your access to the facility private and to only use the information for your confidential and private use and only in accordance with these Terms.
10.6. Our obligations shall not apply where it’s necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (including any dispute regarding these Terms), to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction or where we reasonably believe you are at risk of danger to yourself or others.
- Our intellectual property
11.1. We take the protection of our intellectual property rights very seriously. When you purchase our Services, you agree and undertake that from the date of purchase that you will not:
11.1.1. copy, reproduce, sell, license, share or distribute any of our content, whether during the period of provision of the Services, or at any time thereafter;
11.1.2. record any Sessions or any content;
11.1.3. infringe any of our copyrights, patents, trademarks, trade secrets or other intellectual property rights.
11.2. In the event of your breach of this clause 11, then damages, loss, or irreparable harm may arise and, in such circumstances, we shall be entitled to seek relief, including injunctive relief against you.
11.3. The provisions above shall continue in force notwithstanding Termination for any reason.
- Your personal data and how we use it
12.1. Personal data in these Terms means any information which is capable of capable of identifying another individual, as further defined within the General Data Protection Regulation 2016/679 (“GDPR”).
12.2. Any personal data you provide to us will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation including the GDPR. We’ll only process your personal data to the extent reasonably required to enable proper delivery of the Services and shall retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your personal data please refer to our privacy notice which can be found at https://www.thinksmartmarketing.co.uk/privacy-policy/
- Reviews and testimonials
13.1. If you share testimonials, reviews, comments, information, graphics or images (“client content”) with us you’re granting to us, free of charge, permission to exhibit, copy, publish, distribute, use on our website or any of our pages, our social media sites or in our advertising and marketing campaigns or email communications, that client content in any way as we reasonably require within our business or to lawfully promote our business. You can amend your consent at any time by emailing us.
13.2. When sharing client content, you confirm that you have the legal right to share it and that it doesn’t infringe any third party’s intellectual property or other rights.
13.3. These provisions shall survive Termination.
- Non-solicitation and non-competition
14.1. For the duration of your access to the Services and for a period of 12 months afterwards you agree not to:
14.1.1. canvass, promote or advertise your products or Services to any of our employees, contractors, any individual who has purchased our Services (“Client”) or who is a member of any of our free groups or is considering purchasing our Services (“Prospective Client”) or use your purchase and access to the Services to canvass, promote or advertise your products or Services without our express consent, such consent not to be unreasonably withheld; and
14.1.2. employ, engage or attempt to induce, employ, solicit or entice away from us any of our employees or contractors that were engaged, employed or contracted to us at any point during the time of your access to the Services, without our express consent in writing, such consent not to be unreasonably withheld.
15.1. Your purchase of the Services and your compliance with these Terms does not constitute or imply any business relationship other than as set out within these Terms.
15.2. We shall not be liable (whether caused by us, our agents, employees or otherwise) to you for:
15.2.1. any indirect, consequential or special damages, losses or costs;
15.2.2. any loss of profits, business, data, reputation or goodwill or any such anticipated losses;
15.2.3. any failure to deliver the Services where we are prevented due to a reason beyond our reasonable control; or
15.2.4. any losses arising from your choice of Service requested or your use of the Services once delivered.
15.3. Should you incur damages due to our default or breach, our entire liability is limited to the amount of the Fee paid by you at the time loss is sustained. You agree and acknowledge that this Term is fair and reasonable given the nature of this arrangement and the provision of the Services.
15.4. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation.
15.5. You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of:
15.5.1. any of these Terms;
15.5.2. your use or participation in any way in any way with the Services.
15.6. During the Term of your access to the Services, and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or clients, or our or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.
15.7. In the event a dispute arises in connection with the provision of the Services which is incapable of being resolved by mutual consent then we both agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible 30 days following mediation then either of us shall be at liberty to commence legal action.
- No guarantee
16.1. When purchasing the Services, you’ll have access to content designed to benefit you but it’s your responsibility to take action and implement the necessary information received and/ or the skills or tools shared. Your success and any results are dependent on factors which are outside of our control and we regret that we are not able to guarantee that any particular results or success will be achieved.
16.2. We’ve made every effort to accurately represent the Services. Any testimonials and/ or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. As with any business endeavour, there is an inherent risk of loss of capital and we make no guarantee, representation or warranty with respect to the Services provided.
- Contact between us
17.1. ThinkSMART Marketing Limited (“we”, “us”, “our”), is registered in England and Wales under company number 10459339. Our registered office is 5 Carrwood Park, Selby Road, Leeds, LS15 4LG. Our contact email is email@example.com
17.2. We’ll communicate with you via telephone or email as agreed, using the details you provide to us so please ensure you notify us if they change.
18.1. No failure to actively enforce any provision of these Terms shall constitute a waiver, diminution or limitation of any right.
18.2. Where any part of these Terms is deemed invalid or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
18.3. We’ll make every effort to deliver the Services in accordance with these Terms but we’ll not be liable for any delay or failure caused by an act, event, omission or accident beyond our reasonable control (“Events”), including but not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, lockdown, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom, explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of Services, the expiry of any transition or implementation period agreed with the European Union during which European Union law is applicable to and in the United Kingdom, or any other circumstances beyond our control. Should an event occur then time for delivery of the Services shall be extended until a reasonable time after the event and under no circumstances will we be liable for any loss or damage suffered by you as a result.
18.4. If an event arises, we’ll email you to confirm the nature and extent of the event and any steps we are taking to mitigate its impact and effect and where the event continues for longer than six months, then either one of us shall be entitled to terminate by providing 14 days’ notice. termination in these circumstances shall be without prejudice to the rights of either party in respect of any breach of these Terms occurring prior to termination. Any refunds will be considered at our discretion.
18.5. This agreement shall be governed by the exclusive jurisdiction of the Courts of England and Wales and the laws from time to time in force.
18.6. You agree that no other representations have been made by us to induce you into purchasing any of our Services and no modification or variation to these Terms shall be effective unless agreed in writing.
18.7. Save as provided for in clause 15.6, the contracts (Rights of Third Parties) Act 1999 shall not apply.