Empnéo Terms & Conditions:
- INTERPRETATION
In these Terms and Conditions, the following definitions apply:
Empnéo:
a company with its registered office located at Empnéo, The Echo Building, 18 Albert Road, Bournemouth, BH1 1BZ.
Business Breakthrough Product or Services (collectively referred to as ‘the Products and/or Services): the products and services offered by Empnéo as named from time to time.
Customer: The person or company purchasing the Products and/or Services from Empnéo.
Commencement Date: the date that Empnéo commences provision of the Products and/or Services to the Customer.
Conditions: terms and conditions as amended from time to time in accordance with clause 14.
Contract: the contract between Empnéo and the Customer for the supply of Products and/or Services comprising of the Order and these Conditions.
Fees: the fees payable by the Customer for the supply of the Products and/or Services in accordance with clause 4.
Order: the Customer’s order for the Products and/or Services (and any subsequent ongoing Products and/or Services) as set out in the Order Form.
Order Form: Empnéo’s form which can be completed online, over the phone, or in person, which sets out the Fees and which incorporates these Terms and Conditions.
Service: the provision of and grant of access to the Empnéo Products and/or Services.
Privacy Policy means the policy (as updated from time to time) which can be found on the Empnéo Website at https://businessbreakthrough.live/3reasons/privacy-policy/ identifying certain respective rights and obligations in respect of the personal data and privacy under the Contract.
Authorised Affiliates means, in respect of the Products and/or Services, the Affiliates of the Customer (if any) in respect of those Products and/or Services.
Authorised Users means, in respect of the Products and/or Services, the users authorised by the Customer to use those Products and/or Services in accordance with the Contract.
Customer Data means all data (in any form) that is provided to Empnéo or uploaded or hosted on any part of any Products and/or Services by the Customer or by an Authorised User.
Customer Systems means all software and systems used by or on behalf of the Customer, the Authorised Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Products and/or Services or that the Products and/or Services otherwise link, inter-operate or interface with or utilise (in each case whether directly or indirectly).
Protected Data means the information and data referred to in the Privacy Policy.
Services has the meaning of the platform Empnéo utilises to enable the Customer to access the Products and/or Services.2. BASICS OF CONTRACT
2.1. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Empnéo which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2.2. Any sample materials, descriptive matter or advertising issued by Empnéo, and any descriptions of illustrations contained in Empnéo’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services as offered by Empnéo. They will not form part of the Contract or have any contractual force. Empnéo is under a legal duty to supply goods that are in conformity with the Contract.
2.3. Empnéo has the right to make any changes or alterations to the nature, scope and content of the Products and/or Services, without notice to the Customer, at any time, provided these do not affect the nature of the Products and/or Services.
2.4. Empnéo will supply the Products and/or Services to the Customer and Empnéo warrants to the Customer that such Products and/or Services have been prepared using reasonable care and skill. Empnéo provides no guarantee that the Products and/or Services will provide any results for the Customer.
2.5. Empnéo will use reasonable endeavours to meet any dates in relation to supporting the Products and/or Services (including but not limited to dates for the Customer to attend calls) but any such dates will be provisional only and may be subject to change at the discretion of Empnéo, with no liability attaching to Empnéo in respect of such changes.
2.6. Empnéo will have the right to make any changes to the support of the Products and/or Services which do not affect their nature or quality (including but not limited to: trainers and teachers, call lengths, session lengths, session frequency, session type, session location, training type, training location, venue location, coach allocated, support group access and content, platform access and content).
2.7. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications.
3. CUSTOMER’S OBLIGATIONS
3.1. The Customer will: (a) ensure that all information given by the Customer to Empnéo is complete and accurate; (b) co-operate with Empnéo in all matters relating to the Products and/or Services; (c) pay the Fees strictly in accordance with the payment schedule set out in the Order or as otherwise confirmed in writing or over the phone by Empnéo; (d) not use the Products and/or Services or any content, data or information derived from the Customer’s use of the Products and/or Services for any purpose other than that which has been expressly authorised under the Contract; (e) not use the Products and/or Services for any unlawful purpose; and (f) permit Empnéo to include information of video footage on its website highlighting any benefits which the Customer or Customer’s business has obtained from the Products and/or Services and in this regard, the Customer hereby grants to Empnéo a royalty-free, non-exclusive perpetual licence to use any intellectual property rights of the Customer for this purpose.
3.2. The Customer, for itself and as trustee for any of its directors, employees, agents, Authorised Affiliates, Authorised Users or similar, undertakes to observe the obligations set out in clauses 3.1 to 3.7 (inclusive) and shall fully indemnify Empnéo from and against all loss, damage, costs and claims arising from its failure to adhere to those provisions or otherwise to fulfil its obligations under the Contract.
3.3. Transmission of storage of any information, data or material in violation of any law is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statute. The Customer agrees to indemnify, and hold harmless, Empnéo from any claims resulting from the use of the Products and/or Services which damages the Customer or any other parties.
3.4. Spamming, or the sending of unsolicited emails, using an email address or URL that is maintained on a Empnéo machine, or directing traffic to a webpage that contains any reference to Empnéo or the Products and/or Services is STRICTLY prohibited. Empnéo will be the sole arbiter as to what constitutes a violation of this provision. This action will result in immediate termination of the Products and/or Services without any refund to the Customer and could be subject to legal action by Empnéo against the Customer. Any service interruptions as a result of Customer’s spamming will be billed to the Customer at £1000.00 per hour until service is restored.
3.5. Reproducing or in any way using the content of the Products and/or Services other than for the intended purpose is strictly prohibited.
3.6. The Customer is prohibited from transmitting on or through any of Empnéo’s platforms or servers, including but not limited to social media platforms, any material that is (in Empnéo’s sole discretion) unlawful, obscene, threatening, disruptive, abusive, libellous, hateful, that encourages conduct which could constitute a criminal offence, that gives rise to civil liability, that otherwise violates any national or international law, or that involves the transmission of any pornographic or sex-related merchandise or data.
3.7. The Customer shall (and shall ensure all Authorised Affiliates, Authorised Users or similar shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications.
4. FEES AND PAYMENT
4.1. The Fees for the Products and/or Services are detailed in the Order or any agreement made in writing or over the phone between Empnéo and the Customer.
4.2. The Fees will be paid in full in accordance with the Order, written confirmation from Empnéo, or any agreement made over the phone or with a finance company in accordance with payment for the Products and/or Services.
4.3. All payments due to Empnéo under the Contract shall be made in full without any deduction or any withholding. The Customer will not be entitled to assert any credit, set off or counterclaim against Empnéo against any sum(s) owed.
4.4. In relation to payment by instalments or a payment plan, payment shall be made monthly on the same calendar day as the date of the Order or as otherwise agreed in writing or over the phone between Empnéo and the Customer.
4.5. The Fees will remain payable by the Customer notwithstanding any decision to cease using the Products and/or Services and even if the Customer does not complete, access, attend or use the entire Products and/or Services.
4.6. Empnéo shall be entitled to continue processing payments for any monies outstanding using any of the Customer’s debit or credit card details previously confirmed to Empnéo.
4.7. In the event of any payment due to Empnéo becoming overdue and unpaid for more than 20 (twenty) days, Empnéo may, at its discretion, suspend or withdraw the provision of the Products and/or Services, without prejudice to any of its other rights as to termination.
4.8. Save as to the cooling off period set out at clause 5, the Contract is non-cancellable and payment will be due by the Customer regardless of whether the Products and/or Services are used.
4.9. The Customer acknowledges that they have signed or agreed to the Order through their own choice without coercion or any unlawful tactics from Empnéo and are fully responsible for their own decisions.
4.10. Empnéo reserves the right to instruct third party legal representation should the Customer fail to make payment in accordance with these Conditions.
5. COOLING OFF AND RIGHT TO CANCEL
5.1. The Customer has a limited period, referred to as ‘cooling off period’, in which they may change their mind and cancel their contract with Empnéo.
5.2. The cooling off period will begin from the date of the Order and continue for up to 5 days.
5.3. The Customer must give written notice of their cancellation to Empnéo within the 5-day cooling off period.
5.4. The Customer must supply written notice of the request to cancel by email to david@businessbreakthrough.live
5.5. If the Customer exercises their right to cancel, the Product and/or Services will be terminated.
5.6. If the Customer does not request a refund within the cooling off period, the Customer is required to complete all remaining payments.
5.7 Empnéo reserves the right to consider refunds outside of the rescission period. If a Customer has questions about the agreement outside of the rescission period, they should submit their comments to david@businessbreakthrough.live. The Customer agrees not to request, advise, file a claim, or seek Customer’s bank or credit card company for a chargeback for consideration paid under this Agreement. The Customer agrees that any disputes that the Customer may have with respect to consideration paid hereunder must be addressed directly between the Customer and Empnéo. If a chargeback occurs, the Customer shall have materially breached the Terms and Conditions and shall forfeit all remaining services that have not yet been performed under the Terms and Conditions. Empnéo shall have no further obligation to the Customer. Further, the amount of the chargeback shall be subject to a finance charge in the amount of six and one-half percent (6.5%) per month until paid in full by the Customer. Further, Empnéo shall be entitled to recover from the Customer all damages, and reasonable and necessary legal fees, and costs associated with pursuing collection and/or recovery of the amount of the chargeback.
-
LIMITATION OF LIABILITY
6.1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God; flood; drought; earthquake or other natural disaster; epidemic or pandemic; terrorist attack; civil war; civil commotion or riots; war; threat of or preparation for war; armed conflict; imposition of sanctions; embargo; the breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; and non-performance by suppliers or subcontractors. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
6.2. Empnéo will, under no circumstances, be liable to the Customer (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), for any indirect or consequential loss, special damages, or any costs or losses attributable to loss of profits or opportunities arising from or in connection with the subject matter of the Contract.
6.3. The maximum amount of damages payable by Empnéo to the Customer in respect of any and all liability (apart from that mentioned above), including liability arising from negligence, under or in connection with the Contract shall not exceed the amount paid by, or on behalf of, the Customer to Empnéo for the preceding calendar month or calculated based on 1/12th of the Fees in the preceding 12 months.
7. NON-COMPETE
The Customer undertakes not to compete or seek to compete, either directly or indirectly or in any other capacity whatsoever, with the business of Empnéo or in the provision of products or services directly competitive with any aspect or part of the Products and/or Services, resulting in actual or anticipated loss to Empnéo, to include as to its reputation.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. All intellectual property rights in, arising out of, or in connection with, the Products and/or Services will be owned by Empnéo. Empnéo grants the Customer a revocable, non-exclusive royalty-free licence to use such rights only to the extent necessary to allow the Customer to benefit from the Products and/or Services but not further or otherwise and no other rights or licences are granted. Any such rights arising from the Customer’s use of the Products and/or Services shall accrue to Empnéo and the Customer shall be deemed to have assigned any such rights to Empnéo, with Empnéo authorised to act as its agent to execute any such transfer or other documents giving effect to the same.
8.2. The Customer, Authorised Users and Authorised Affiliates may be able to store or transmit Customer Data using the Products and/or Services and the Products and/or Services may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for the Customer (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Products and/or Services or to exercise or perform Empnéo’s right, remedies and obligation under the Contract.
9. DATA AND INFORMATION
9.1. Protected Data shall, at all material times, remain the property of the Customer or its licensor.
9.2. Except to the extent Empnéo has direct obligations under data protection and other applicable laws, the Customer acknowledges that Empnéo has no control over Protected Data shared as part of the provision of the Products and/or Services and may not actively monitor or have access to the content of Protected Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of Protected Data and non-personal data and that its use (including use in connection with the Products and/or Services) complies with all applicable laws.
9.3. If Empnéo becomes aware of any allegation that Protected Data or non-personal data may not comply with the Contract, Empnéo shall have the right to permanently delete or otherwise remove or suspend access to any Protected Data or non-personal data which is suspected of being in breach and/or disclose Protected Data or non-personal data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful, Empnéo shall notify the Customer before taking such action.
9.4. Empnéo shall have the right to suspend the Products and/or Services at any time, and for any reason, without notice. The Customer accepts and acknowledges that the Products and/or Services can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar circumstances. If such a suspension or withdrawal is to last more than 30 days, the Customer will be notified as to the reason.
10. CONFIDENTIALITY AND SECURITY OF DATA
10.1. Empnéo shall maintain the confidentiality of Protected Data and shall not, without the prior written consent of the Customer, and in accordance with the Contract, disclose Protected Data other than as necessary for the performance of the Products and/or Services, the express rights and obligations under the Contract, or as required by law.
10.2. Empnéo will disclose Protected Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Products and/or Services.
10.3. In order to promote and respect the confidentiality of all Customers and intellectual property the Customer understands that the Products and/or Services, now and in the future, are limited to people who have registered in the respective training. In consideration of, and as a condition for permitting the Customer to participate in the Products and/or Services, the Customer agrees to not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Products and/or Services.
11. WARRANTIES
Empnéo gives no warranties of any kind, whether express or implied, for the Products and/or Services it provides under the Contract. Empnéo also disclaims any warranty of merchantability or fitness for a particular purpose. This includes loss resulting from delays, non-deliveries, mis-deliveries, or interruptions to the Products and/or Services caused by Empnéo’s negligence or the Customer’s errors or omissions. Use of any information obtained via Empnéo is at the Customer’s own risk. Empnéo makes no warranty, whether express or implied, as to the accuracy of quality of information obtained through its Products and/or Services.
12. ASSIGNMENT AND SUB-CONTRACTING
The Customer will not, without the prior written consent of Empnéo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. For the avoidance of doubt, the Customer will not share the Products and/or Services or any content, data or information derived from the Customer’s use of the Products and/or Services with any third party without the prior written consent of Empnéo, which may be withheld.
13. WAIVER
A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default.
14. VARIATION
Except as set out in these Conditions, any variation including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing between Empnéo and the Customer.
15. APPLICABLE LAW
15.1. Any dispute of legal issue arising from the Conditions will be determined by the law of England and Wales and considered exclusively by the English and Welsh Courts.
15.2. Each of the paragraphs referred to in the Conditions shall be severable and distinct from one another and, if at any time, more and more of such provisions become invalid, illegal or enforceable, the validity, legality and enforceability of the terminating paragraphs shall not in any way be affected or impaired by this.
16. CUSTOMER CONFIDENTIALITY AGREEMENT
16.1. The Products and/or Services are limited to people who have registered for the Products and/or Services.
16.2. The Customer will not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Products and/or Services.
16.3. The Customer recognises that any breach of confidentiality may cause Empnéo and/or other Customers irreparable and substantial harm even though it may be impossible to ascertain the full monetary extent of their financial loss.
16.4. Nothing in this Contract is intended to limit the Customer from sharing their experience of the Products and/or Services with anyone.
16.5. Nothing in this Contract is intended to limit Empnéo from sharing results and any testimonials (written or by video) in relation to the Products and/or Services, for any reason (including to promote the business of Empnéo) with anyone by any means.
17. COMPLAINTS
17.1. Empnéo is committed to providing high quality Products and/or Services.
17.2. Empnéo has a written complaints procedure in place to ensure that all complaints are handled fairly and promptly. A copy of Empnéo’s complaints procedure can be obtained upon request.
18. GENERAL
18.1. Empnéo reserves the right to alter or cancel published dates and change venues without any liability whatsoever.
18.2. Empnéo reserves the right to make changes to the programs, services, products, speakers or venue should that be necessary.
18.3. From the date the contract commences, any behaviour displayed by the Customer that Empnéo deems as disruptive, disrespectful, threatening, abusive or untenable in anyway (to the sole discretion of Empnéo), either in person, via email, via social media or any other forms of means of communication, either directed at Empnéo, Empnéo’s other Customers, Empnéo team members or associates, may result in the Customer being denied access to all aspects of the Products and/or Services, including but not limited to online support, support groups, live events or coaching calls. All remaining fees would remain payable and any monies for the Products and/or Services will be non-refundable.
18.4. The Customer agrees that Empnéo has not made any promise, guarantee, or other representation with respect to the Customer’s future incomes or gains resulting from the provision of the Product and/or Service, and that the Customer has not been induced to enter the Contract as a result of any alleged promise, guarantee or representation.
18.5. Empnéo 100% guarantee for the Customer that our method will work if the Customer implements everything the way we lay it out for them. If the Customer has followed our system and implemented everything the way we lay it out, completing their Business Update form every week so we can support the Customer, and the Customer can't get any progress, then Empnéo will continue to work with the Customer until they do.
18.6. These Conditions supersede any previous arrangement with concerning the subject matter.