Copyright © Sophie Jewry 2014
I Sophie Jewry trading am the owner of (or licensee) of all intellectual property rights in all materials provided to you or information shared with you in Ultimate Brand or any other Brand Kitchen coaching materials or courses (“materials”).
The materials are protected by copyright laws and treaties around the world. Where I am legally able to do so, I grant you a worldwide, non-exclusive, royalty-free, revocable licence to use the materials for your own purposes only. You may not reproduce in any format or share or disclose to any person any part (or all of) the materials without our/my prior written consent.
Other than the above, I do not grant you any other rights in relation to the materials and all other rights are reserved. For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast, or show or play in public any or all of the materials (in any form or media) without my prior written permission.
You may not without my prior written consent make any audio or visual recordings of any part of Brand Kitchen coaching materials or programmes.
I take the protection of my copyright very seriously. If I discover that you have breached the terms of the above licence, I may bring legal proceedings against you and seek monetary damages and/or an injunction to stop you using the materials. You could also be ordered to pay my legal costs.
You agree that you are participating in any of the Brand Kitchen Products and Courses at your own risk and that I shall not be liable under any circumstances for any matter arising out of your participation (other than for matters for which we I am not legally able to exclude or limit liability).
Due to the nature of coaching, I do not guarantee any particular result. We will endeavour to ensure that all information that I provide is accurate and up-to-date but I shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
“I am an affiliate for a selection of companies and may be paid commission if you buy through my link. As an affiliate, the product or service provided via the link was created by a third party, I shall have no liability whatsoever in any circumstances to you in relation to the product or service (including in relation to any consequential loss of any type whatsoever) other than in relation to matters for which we are not lawfully able to limit or exclude my liability.”
Membership Terms and Conditions
1. Application of terms and conditions
1.1. These terms and conditions (“Terms”) apply to Brand Kitchen Club (“Membership”) operated by Sophie Jewry “TRADING AS” Brand Kitchen (media8) (“we” or “us”). By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. The agreement between us and you, the person or entity applying to be a member of our Membership (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon you applying to be a member of our Membership and shall continue until terminated in accordance with these Terms.
1.3. Any content posted or submitted by you to our site or to our Facebook Group in the course of your Membership is subject at all times to the Acceptable Use Policy.
1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.
2.1. There is 1 of levels of Membership
•We may at our absolute discretion refuse either type of membership to any person or entity and we shall not be obliged to state our reasons for such refusal.
•Memberships shall continue unless they are terminated by either of us in accordance with clause 6 below.
•You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorized use of your account.
•The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.
• The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances.
4.1. The total price payable for the Membership is as set out on the order form. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you.
4.2. Where your order is for a [12 month] membership, your membership shall expire (and the Contract shall terminate) on the date falling 12 months after the date of payment. If you wish to continue to have access to the materials, you must renew your membership in the manner advised on our site.
4.3. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of The Bank Of England from time to time in force and/or (ii) suspend the Membership until such time as payment is made or the Contract is terminated.
4.4. The total price payable as set out in the order form is inclusive of Value Added Tax.
4.5. All payments are non-refundable other than as set out in paragraph 7.2 below.
5. Our obligations
5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.
5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.
5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
6. Intellectual Property
6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials to you or to any other person.
6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.
6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.
6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.
6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.
6.6. We may from time to time record any or all or any part of the Materials being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent.
6.7. You acknowledge that certain information contained in the Materials is already in the public domain.
6.8. You are not permitted to sell or promote products or services to other members of our Membership at any time without our prior written permission.
6.9. The provisions of this paragraph 6 shall survive termination of the Contract.
7. Term and termination
7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.
7.2. You may terminate your Membership and the Contract at any time by emailing us at firstname.lastname@example.org. Subject to paragraph 7.3 below, no refunds will be provided. Where you have set up recurring payments, it is your responsibility to terminate these payments.
7.3 You may terminate your Membership and the Contract and obtain a full refund of any amount paid by you for the Membership if you email us at email@example.com prior to the date falling 30 days after the date of payment clearly stating your wish to terminate.
7.4. Notwithstanding the provisions of paragraph 7.1 or 7.2, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
7.4.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or
7.4.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
7.4.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
7.5. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).
7.6. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
7.7. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
7.8. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
7.9. This paragraph 7 shall survive termination of the Contract.
7.10. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.
8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.
8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.
8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
8.4. We shall not be not liable for additional costs incurred by you as a result of changes in (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions or (v) trainers, instructors or coaches.
8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8.6. The provisions of this paragraph 8 shall survive termination of the Contract.
8.7. You acknowledge and agree that:
8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);
8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.
9.1. By applying for Membership you warrant that:
9.1.1. You are legally capable of entering into binding contracts; and
9.1.2. You are at least 18 years old; and
9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.
9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.
•All notices sent by you to us must be sent to Brand Kitchen at 20 Allwood Avenue, Scarning, Dereham, Norfolk NR19 2TF. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
•If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
•If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
• We may vary these Terms (other than the price payable by you for the Membership) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.
•You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
•A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
•These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.
SOPHIE JEWRY TRADING AS “BRAND KITCHEN / MEDIA8”
STANDARD TERMS OF BUSINESS
The definitions and rules of interpretation in this clause apply to these Terms.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Services: the services that we are providing to you on these Terms.
Terms: the terms and conditions set out in this document.
writing or written: includes email.
The headings do not affect the interpretation of these Terms.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
Basis of Agreement
These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
A contract shall be formed between us (“Contract”) upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally) and shall continue unless and until terminated in accordance with clause 9 below.
These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.
We shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in the Order Form OR email correspondence between us, but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.
We shall provide the following Services to you:
Coaching & Consultancy (“Services”)
Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures do not form part of the Contract and are for illustration purposes only.
Fees and Booking
The charges for the Services are as set out in the Order Form OR email correspondence between us.
Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Order Form OR email correspondence between us.
For Services where fees are payable in one single payment, we will invoice you for the fixed price in advance.
Where the fees are to be made by a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Order Form OR email correspondence between us.
Where the Services are provided on a time-and-materials basis:
the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates in force at that time;
our daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
we shall be entitled to charge at an overtime rate of 30% of our normal rate for time worked outside the hours referred to in condition 4.4(b) above; and
we will invoice you monthly in arrears unless we have agreed in writing otherwise.
All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within  days of the date of the invoice.
Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Natwest Bank, accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and
suspend all Services until payment has been made in full.
All fees and charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venues, hotels, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate.
Nothing in these Terms shall prevent us from being involved in any way in any other as long as that does not cause us to breach any of our obligations under these Terms.
Confidential information and our materials
We acknowledge that we will have access to confidential information about your business, your suppliers and your customers in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.
You will keep strictly confidential all information about our business, our suppliers and our customers.
The restrictions in clauses 6.2 do not apply to:
any use or disclosure required by law;
any disclosure authorised by the party who owns the confidential information; or
any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).
All property of whatsoever nature that we supply to you (including any materials, equipment, drawings, specifications and data) shall, at all times, remain our exclusive property, but you agree to keep them safe and good condition until you return them to us, and you agree not to dispose of such property or use it other than in accordance with our written instructions or authorisation.
You consent to our holding and processing data relating to you for legal, personnel, administrative, management and marketing purposes.
You consent to our making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or any part of our business.
You consent to the transfer of such information to our business contacts (such as server hosts) outside the European Economic Area.
We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.
You grant to us a non-exclusive perpetual, worldwide, royalty free licence to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
Subject to the provisions of clause 2, either of us may terminate this Contract on  months’ notice for any reason with no liability to the other (apart from liabilities that had already accrued and been incurred).
You may terminate this Contract if we commit any serious or repeated breach or non-observance of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
Notwithstanding the provisions of clause 2 or clause 9.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
you fail to make a payment when due and payable under this Contract;
you commit any gross misconduct affecting our business;
you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests.
an order is made or a resolution is passed for your winding up;
an order is made for the appointment of an administrator to manage your affairs, business and property;
a receiver is appointed of any of your assets or undertaking; or
you make any arrangement or composition with your creditors or become bankrupt; or
you cease, or threaten to cease, to trade.
Our rights under this clause 9 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
We shall not be obliged to retain documents and information relating to you after termination of this Contract.
Obligations on termination
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.
Limitation of Liability
Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
This clause 12 shall survive termination of the Contract.
All notices sent by you to us must be sent to Sophie Jewry, 20 Allwood Avenue, Scarning, Dereham, Norfolk NR19 2TF or by email to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provided to us. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
Assignment and subcontracting
We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.
You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will (to that extent only) be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.
We may vary these Terms at any time (other than in relation to the fee to be charged).
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English court.