Terms of Service

1. OUR AGREEMENT

By purchasing a Service you are agreeing to the following terms and conditions.

Our Services include social media mentorship, coaching, paid newsletters, group programmes & challenges and online guides or courses relating to social media marketing for business owners.

Services are provided on a business-to-business basis. By engaging in any Service you are agreeing that you operate a business and are above the age of 18.

2. DEFINITIONS

In these Terms, the following words or phrases have the meaning set out in this clause.

"Booking" an agreement that we will supply Services on specified occasions and/or with a specified outcome as set out in a Booking Form or in a formal proposal.

"Clause" a numbered clause of these Terms of Business.

"Confidential Information" all information:
-that we discover because of or through our connection with you; and
-which is about or relating to you or your business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or your people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).
However, "Confidential Information" does not include information that is openly published by you, or information that is publicly available without breach of our confidentiality obligation.

"Data Privacy" refers to applicable provisions governing the processing of personal data, as amended or varied or replaced from time to time, including the Data Protection Act 2018, the EU General Data Protection Regulation 2016/679, the e-Privacy Directive 2002/58/EC, and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

"Data Processing Form" the Form completed by you setting out the framework of the processing of personal and other data required by the Booking.
"including" the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given.
"Materials" means written, audio and visual materials used or produced in the course of or to support delivery of Services, including handouts, videos, questionnaires, games, case studies, explanatory material, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, reference material, prototypes.

"Non-EU/EEA Model Clauses agreement" a separate agreement between the parties in a form approved by the European Commission for the cross-border transfer of Personal Data relating to EU/EEA citizens.

"Personal Data" information about identifiable living individuals.

"Personal Data Breach" breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data.
"Processing"when applied to personal data, the term ‘processing’ means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it.
"Rights"includes:
-intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and
-the right to apply for or register any such protection, and
-all rights relating to trade secrets and other unpublished information.

"Services" the work to be supplied or the outcomes to be achieved by us, as set out in this Agreement

"3rd Party Data"personal data about an individual other than you which is supplied by you to us.

"You" refers to the Client, person, firm or organisation for whom we will perform Services.

"We" and "us" refers to the Emily May, the Contractor, person, firm or organisation agreeing to provide Services.

3. PAYMENT

Payment is listed on the sales page of the Service you have chosen. Payment is due before work commences. Any non-payment may delay starting the work even if the Client has accepted the terms.

If you are part of a ‘non-committment’ group programme you are expected to pay the invoice by the due date if you still wish access to the Service. Any non-payment will result in you being removed from the group.

Payment is due as set out in the Agreement, on the sales page of the Service you have chosen or if not specified there within seven calendar days from the date on the invoice. If you do not pay by the due date, we may reschedule further work until payment is made.

The Contractor reserves the right to charge interest on overdue amounts at a rate of 2.22% per month.

In the event that the Contractor incurs legal fees, costs or disbursements in an effort to collect Payment, in addition to interest on unpaid balance, Client agrees to reimburse Contractor for such expenses.

Any time and expenses incurred in responding to Client requests to audit data for GDPR compliance or complying with an external legal body’s legal requirements to disclose information or submit to audit may result in charges at the Contractors normal hourly rate (or the equivalent) for the work incurred.

If the Client is involved in a dispute with the tax authorities over any tax obligation, the Contractor will produce relevant receipts and other existing paperwork the Client identifies to help reduce or resist the demand.

4. CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any information that the Contractor discovers because of or through their connection with the Client and which is about or relating to the Client and their business (including personal information, financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or their people (including your directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors).

The Contractor is bound to a duty of confidence. The Contractor agrees that they will not disclose, divulge, reveal, report or use any Confidential Information which the Contractor has obtained, except as authorised by the Client or governed by law. The obligations of confidentiality will apply during the Term and will survive upon termination of this Agreement.

The Contractor may keep some confidential information in order to keep a record of the Services carried out. This data will be kept in accordance with our Data Privacy Policy.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information irrespective of how the information is collected.

Confidential information does not include any information openly published by the Client, or any information that is publicly available without breach of confidentiality.

5. DATA PRIVACY

The Contractor will process the Clients own Personal Data in line with their existing data privacy policy. By accepting these Terms and conditions you are also accepting the Privacy Policy terms.

When the Clients wants the Contractor to access or use Personal Data about someone other than them (3rd party data), they must have completed the appropriate Data Processing Form and send a copy by email from their usual business address. While processing personal data in the provision of Services, the Contractor will be acting as ‘data processor’ for the Client, and the Client is the ‘data controller’.
The Contractor will process 3rd Party Data on the Clients behalf only in response to Clients written instructions (which may be in the Booking, Data Processing Form, or in separate email or document) except where the Contractor is required by law to do so.

The Contractor is subject to a duty of confidence (See Clause 4).

The Contractor will take appropriate measures to ensure the security of the Processing of the Clients 3rd Party Data.

The Contractor will assist the Client in allowing 3rd parties to exercise any of their Data Privacy rights (including subject access). This will result in additional time-related charges.

The Contractor will apply the security measures the Client set out in the Data Processing Form for protecting and securing their data.

The Contractor will email the Client if they become aware of a Personal Data Breach. The Contractor will assist the Client in any investigations in establishing how this occurred. the Contractor will assist the Client, as they may reasonably require, in meeting their Data Privacy obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. This will result in additional time-related charges.

On written request by the Client, the Contractor will delete or return all 3rd Party Data supplied by the Client or assembled by the Contractor in the course of delivering the Services. This will result in additional time-related charges.

Unless the Data Processing Form specifies otherwise, the Contractor will delete all 3rd party data supplied by the Client from systems within their control within six weeks of the end of the Booking without returning copies to the Client; the Contractor will not remove data from systems the Client has given them access or log-ins to, since those systems will remain under the Clients control and the Contractor expects the Client to be removing the Contractors access to them after the end of a Booking.

If you wish the Contractor to store 3rd Party Data beyond the termination of the Booking and the six-week run on, the Client must specify this in the Data Processing Form. This will result in additional time-related charges.

the Client may audit and inspect how the Contractor handles 3rd party data. The Contractor will provide the Client with whatever information they need to ensure that the relevant Data Privacy obligations are being met; this will result in additional time-related charges.

The Contractor will tell the Client immediately if they believe they are asked to do something infringing Data Privacy law. The Contractor is not a legal expert and it is up to the Client to take appropriate legal advice on how to comply with Data Privacy rules and regulations.

If you have instructed the contractor to do something they believe is not within the law, they may take external advice and reserve the right to follow it.

If the Client directs the Contractor to ignore such external advice, they may require a deposit from the Client against the likelihood of fines or other action being taken. The Contractor may specify such sum as they think is appropriate.

It is always the Clients responsibility to specify suitably secure platforms and processes and to share data with the Contractor in a secure way.

6. DOWNLOADS, GUIDES, PAID NEWSLETTERS AND E-BOOKS

Our downloads, guides, e-books and the contents of our paid newsletters are sold to you under the intention that you will not copy, resell or share them. They are for your personal use only.

If you share, resell or copy a download, guide, e-book or the contents of a paid newsletter with someone you will be liable for the cost of that purchase and any incurred fees that arise (including legal fees) for the investigation and pursuit of your actions.

The fees and deliverables for these items are set out on Contractors site and any sales pages referring to them. Refunds are not usually available once an item has been purchased. Any refunds given are done so at the Contractors discretion. Paid newsletters and communities are also non-refundable. If you wish to leave a paid newsletter or membership you can do so at any time by unsubscribing or emailing Emily May to be removed.

7. GROUP PROGRAMMES & CHALLENGES

Support is provided within groups for certain Services purchased.

These groups are not for you to market or advertise your business and they shall not be used as such. Any advertisement of your business will lead to your removal from the Group and you shall not have the right to be refunded.

Some groups/memberships operate on a non-commitment basis. This means there is no contractual end date to your access to the group. Your access/use of the Service will be terminated when you cease to pay the invoice sent. You will be reminded to pay your invoice, if the invoice remains unpaid you will be sent an email notifying you of your removal from the group.

It is up to the Client to keep their third party data confidential when involved in a group programme and to not release any identifiable information when conversation involves third parties.

Any Client engaging in a group programme is bound by strict confidence to keep all other Clients data confidential. You will not share any information relating to another member of the group. If you are found to have done this, your contract will be terminated, you will not have the right to a refund under any circumstance and you may be liable for any legal or other fee incurred because of your actions, including but not limited to time related fees for myself or the affected Client to investigate the matter.

Groups each have their own individual rules which can be found inside the group and must be adhered to.

8. COACHING

Coaching Services are provided on a 1:1 basis and can be in the form of either a VIP Day, Strategy Intensive or 1:1 Coaching. Coaching can happen over calls or through messaging platforms like Telegram.

As the Client you agree that you are using these Services at your own risk and there can be no guarantee of the effectiveness of any advice given due to the variables in which the Contractor has no control over. Variables include but are not limited to the Clients audience, business and the execution of the advice given.

Client understands that Contractor is not a mental health professional. The Contractor will not be able to offer an support in relation to mental or physical health, if issues of such arise the Contractor will advise the Client to visit the appropriate professional. Any advice given in relation to mindset is given in the context of social media marketing and being able to show up and market your business successfully through your social media presence. Any advice relating to mindset is not to be taken out of this context.

9. INDEMNITY

Client will indemnify Contractor against any fines, costs, expenses, losses or other harm that comes to them from following any unlawful instruction or instruction to act in an unlawful way that was given by Client.

10. MODIFICATION

This Agreement is limited to the Services outlined in the Agreement. If Client requests new work or changes that are outside the original scope of the Services, Contractor will provide an estimate for the completion of such new work or changes.

Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party.

11. CHOICE OF LAW AND JURISDICTION

This Agreement will be governed by and construed in accordance with the laws of England.

12. DISCLAIMER

The Contractor has made every effort to ensure that all Services have been tested for accuracy and effectiveness. There is no guarantee that the Client will see positive results to using the techniques and Services provided by the Contractor.

The Contractor cannot guarantee effectiveness of the Services provided for positive results because every audience and product is different.

In any event that the Client experience issues with the Services provided by the Contractor, it is the clients duty to address such and attempt to overcome and resolve the issue. The Contractor and Client agree to act in good faith to resolve any problems to the best of their abilities, and to the satisfaction of both Parties.

In the event that the issue remains, it is suggested that this Agreement is terminated with no refund.

The Contractor will not be able to offer an support in relation to mental of physical health, if issues of such arise the Contractor will advise the Client to visit the appropriate professional.

The Client is aware they have responsibilities to ensure the effectiveness of the Services carried out including, but not limited to, attending scheduled check-in calls and strategy sessions, provision of content ideas and approving the content provided by the Contractor. The Client agrees that if they do not approve the content created within the agreed upon time frame the Contractor is under no obligation to post these.

13. RIGHTS TO USE/COPYRIGHT

The Rights in work done under any Booking shall be the Contractors. Upon payment of the agreed upon fees and charges Contractor will assign to Client the Rights in Materials uniquely created under the Agreement. Contractor agrees to sign any further documents needed to complete the transfer of those Rights to the Client. This will not include the Rights to any templates or structures or methodologies that we used to create Materials.

Information and documents which Contractor provides to the Client remain our absolute property unless and until assigned.

Client promises not to breach any third-party copyright, trade/service mark or privacy rights in sending Contractor material to work on. Client promises not to use any confidential or restricted information that belongs to someone else in sending Contractor work.

Contractor will keep full records of the work that they have done for the Client.

Contractor will not access, use, copy, distribute or publish any part of any information, data or documents created uniquely for the Client (once paid for), for their own or any other person’s benefit or purposes.

14. CLIENT DESIGNATION

Client grants Contractor the right to use Client’s name, initials and/or logo in Contractor’s marketing materials, which may include Contractor’s website.

15. ASSIGNMENT

This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.

16. SEVERABILITY

If any provision or part of a provision of a Service or these Terms is unenforceable, word(s) shall be struck from the agreement to the minimum extent necessary to make the agreement enforceable and this shall not affect the enforceability of the other provisions of the agreement.

17. NOTICE

Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

18. LIMITATIONS OF LIABILITY

CLIENT AGREES THAT IT HAS USED CONTRACTOR’S SERVICES AT ITS OWN RISK. There shall be no personal liability of any of Contractors principals, directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of Services or relating to the supply of products.

Contractor shall have no liability for any for any indirect or consequential losses suffered by Client, however caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

Contractor will not be liable for failure to provide Services where it is not reasonably practicable to do so due to circumstances beyond our control. For example, failure from the Client to approve content within the agreed time frame.

It is always the responsibility of Client to specify suitably secure platforms and processes and to share data with us in a secure way.

19. MISCELLANEOUS

If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.
The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.

This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

To copy or adapt this, please call 020 3887 0500 or email support@koffeeklatch.zendesk.com