General Terms and Conditions
1.1 Credible Coach Ltd (subsequently 'Credible Coach') offers a service for presenting coach specialists ('Partner') and their services to end-consumers ('Clients') using Credible Coach’s brand and web-based portals and mobile
consumer applications as well as selected cooperation portals (each individually and together 'Credible Coach Network').
1.2. These GENERAL TERMS AND CONDITIONS FOR PARTNER LISTING ON CREDIBLECOACH.CO.UK apply to all business relations between Credible Coach and the Partner. Contradicting or differing terms and conditions of the Partner that were not explicitly acknowledged by Credible Coach do not apply to Credible Coach even if Credible Coach does not explicitly decline them or if Credible Coach delivers its service without prejudice despite having knowledge of the terms and conditions.
1.3. In addition to these GENERAL TERMS AND CONDITIONS FOR PARTNER LISTING, other terms and conditions of Credible Coach may also apply, insofar as the parties have agreed.
1.4. Fees; the fees payable by the Partner to Credible Coach for the Services in accordance with the agreed Credible Coach Subscription Plan.
1.5. Services; the services provided by Credible Coach to the Partner under this agreement via the Credible Coach Platform available at www.CredibleCoach.co.uk (or any other notification method to the Partner by
1.6. Term; the term of this agreement, as defined in clause 3.1.
2. RIGHTS AND OBLIGATIONS OF THE PARTNERS AND CREDIBLE COACH
Information on Partners
2.1. The information which the Partner provides for the use of and association with the Credible Coach Network, as well as the information which Credible Coach itself gathers, assimilates and uses, include details about the Partner’s business (including pictures, photos and descriptions), his offers, services and prices (including taxes, fees and costs) (the 'information about the Partner’s business'), and can be used by Credible Coach in accordance with Credible Coach standards. Credible Coach reserves the right to edit or remove information which is faulty, incomplete, or which breaches the terms and conditions of this contract.
2.2. The Partner is obliged to ensure that the information which is given to Credible Coach or the information which they upload on the Credible Coach Network (e.g. opening times), and particularly the information relevant to their business and practice, is at all times truthful, accurate and not misleading. The Partner must also check upon request of Credible Coach whether the information provided on the Credible Coach Network by Credible Coach is truthful, accurate and not misleading on release. The Partner is responsible that the information, whether made available by himself or after testing, is accurate and up to date at all times. If the information is not, or no longer correct, the Partner should inform Credible Coach immediately.
2.3. In order to execute this contract, the Partner hereby grants Credible Coach the non-exclusive, sub-licensable, royalty-free and worldwide right to:
2.4. Use the intellectual property of the Partner, in particular trademark rights and copyrighted content, for reproduction, distribution and publication in any form, and
2.5. Use information about the Partner’s business for reproduction, distribution and publication in any form (including edited and translated).
2.6. The information about the Partner’s business which Credible Coach has created, edited or translated may not be used by the Partner for any other purpose other than marketing through the Credible Coach Networks.
2.7. In accordance with section 2.1.3 Credible Coach also holds the right to use the information about the Partner’s business and their intellectual property on websites, apps and other applications or instruments.
2.8. The Partner ensures that they possess the necessary rights to the information provided for use in this contract. They are entitled especially to grant Credible Coach the rights of use stipulated above. People in photographs must be of legal age and have agreed to the upload of the photo or have had the appropriate consent from a parent or guardian.
2.9. The Partner cannot request publication of information provided on the Credible Coach Network. Credible Coach makes publication decisions with free editorial discretion. Credible Coach is not obligated to mention the photographer of a photo. If the Partner provides photos, they must ensure that Credible Coach can use them without mentioning the photographer.
2.10. If a third party raises claims against Credible Coach because of the use of content which Credible Coach has published, especially on account of infringement of personal rights, copyrights, trademark rights or ancillary
copyrights, the Partner is committed to indemnify Credible Coach from such claims and compensate all damage as a result of culpable breach of obligation by the Partner.
2.11. During the Term, Credible Coach will provide the Services to the Partner on, and subject to, the terms of this agreement.
2.12. Credible Coach will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. Credible Coach reserve the right to suspend or restrict access to features including in the case of system failure, maintenance, repair or reasons beyond our control.
2.13. Credible Coach will, as part of the Services and at no additional cost to the Partner, provide the Partner with Support during the normal business hours. Credible Coach may amend the availability of certain Support Services in its sole and absolute discretion from time to time. The Partner may also purchase enhanced support services separately at Credible Coach’s then current offering and rates.
2.14. Credible Coach may, from time to time during the Term;
2.14.a. Make new features, functionality, applications or tools available in respect
of the Services;
2.14.b. Modify the Software by issuing updates or new releases provided that such change does not adversely affect the then existing functionality of the
2.15. The Partner hereby acknowledge that certain Services, including Support Services, content, features or capacity, may not be available (in full or in part) depending on the Subscription Plan the Partner have selected.
2.16. Credible Coach will make the Service available to you during the term of your subscription. The Partner agrees the purchase of the Credible Coach Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Credible Coach with respect to future functionality of features.
2.17. The Partner may, from time to time during any Term, request an upgrade or downgrade its Plan by contacting Credible Coach with details of the request. Provided all relevant information has been provided, the upgrade or downgrade will become effective and access to the Services and Documentation (if applicable) will be updated, within one (1) month of the receipt of the Partner’s request. Fees will be pro-rated for the remainder of the then-current payment period and Credible Coach will either issue a credit note to the Partner or add a
corresponding amount to the Fees due in the following payment period (as appropriate).
2.18. Credible Coach offers Clients the opportunity to describe and review their experience with our Partners. Clients deliver their descriptions and reviews (individually and together 'Comments') on the Partner and their performance exclusively to Credible Coach. Credible Coach is therefore solely entitled to use these Comments in relation to the Partner.
Credible Coach reserves the right to publish these Comments on Credible Coach Networks. The Partner acknowledges that Credible Coach is only the distributor (without any obligation to verify accuracy) and not the author of these
2.19. Credible Coach reserves the right to change or remove inappropriate Comments which contain obscenities or personal names or are illegal.
2.20. Credible Coach is not responsible or liable for the content and consequences of the (publication or dissemination of) Comments.
2.21. Credible Coach grants the Partner the right to use the Comments on social media networks. Reviews may only be re-published on Partner websites or other websites approved by the Partner via the Credible Coach appropriate Product offering.
2.22. Credible Coach is entitled to advertise on behalf of the Partner by using their name for online marketing, including email marketing and/or Pay-Per-Click advertising (PPC). Credible Coach initiates online marketing campaigns on its own discretion and at its own cost.
2.23. The Partner is aware of the practice of search engines and the importance of web page rankings (URLs).
2.24. The Partner agrees not to misuse the trademark Credible Coach or other of Credible Coach’s trademarks. In particular, they will not buy any keywords containing Credible Coach’s trademarks.
2.25. The order in which the Partners appear on the Credible Coach Network (the 'Ranking') is generated automatically and exclusively by Credible Coach.
2.26. The Partner guarantees that they have all the necessary rights to fulfil the contract, in particular the use of the information about the business and the intellectual property of the Partner on the platforms.
2.28. Credible Coach takes no responsibility in the case of temporary and/or partial failure, interruptions or unavailability of the Credible Coach Network or available offers.
3.DURATION AND TERMINATION
3.1. This agreement commences on the date the Partner registers as a user of the Credible Coach platform. Unless terminated earlier in accordance with Clause 3.2 and 3.3, this agreement will continue for continuous one-month periods.
3.2. Credible Coach and the Partner may terminate this agreement at any time and for any reason, with a notice period of four (4) weeks. Termination shall have effect at the expiry of the then-current subscription plan.
3.3. Credible Coach may terminate this agreement with immediate effect by giving written notice to the Partner if the Partner fails to pay any amount due under this agreement on the due date for the payment.
3.4. Credible Coach will not refund any remaining portion of the subscription fees already paid for.
3.5. Credible Coach reserves the right to keep the content, which the Partner has published himself or provided for Credible Coach, public, even once the contract has finished.
3.7. In the case of non-compliance by the Partner with the terms of this contract, Credible Coach reserves the right to suspend or restrict Credible Coach services and Credible Coach permits the Partner the required time to comply with its obligations. Credible Coach reserves the right to terminate the contract without notice after the expiry of this period.
4. USE OF TRADEMARKS AND LOGOS
4.1. All trademarks and logos used for branding the Credible Coach Networks are property of Credible Coach and cannot be used by the Partner without prior written consent from Credible Coach.
5.DATA USE THROUGH CREDIBLE COACH, COMPLIANCES
5.1. Credible Coach may use anonymous Client Data in accordance with these GENERAL TERMS AND CONDITIONS and applicable data protection laws, among other things, to make the Client customised offers. This is executed through customised advertising and emails. Customised advertising, among other things, comes in the form of banners, which are selected based on the Client’s usage conduct, and displayed on Credible Coach Networks. Another example of customisation is the offering of shopping recommendations based on Client’s
5.2. If the Partner imparts third party email addresses to Credible Coach for the inclusion in email distribution lists or enters them into Modules, the Partner will indicate whether the respective holder of the email address has given valid consent to be included in the email advertising of Credible Coach and/or the Partner. Where consent only to email advertising from the Partner is provided, then Credible Coach will only send advertising in the name and on behalf of the Partner. If, contrary to the declaration of the Partner, there is no valid consent, the Partner must indemnify Credible Coach from all third-party claims and must compensate all damage that may have occurred to Credible Coach.
5.3. The Partner will inform Credible Coach immediately about each withdrawal of consent which was granted to the Partner by the Partner’s customer.
5.4. If customers of the Partner have issued consent to receive advertisement emails only from the Partner and Credible Coach sends advertisement emails on behalf of and in the name of the Partner, the Partner is solely responsible for the advertisement emails. The Partner will indemnify Credible Coach from all third-party claims and compensate all damages, which may occur to Credible Coach due to a potential lack of or ineffective consent.
6.RIGHTS TO DATA USE AND CONTENT
6.1. Credible Coach has perpetual unlimited rights in relation to the Partner to use the data acquired through the Credible Coach Network, in particular the personal details which Clients enter through registration or appointment and orders, for collection processing and use for their own purposes, especially for the marketing of offers via Credible Coach Networks and the creation of reports and statistics on usage conduct for Partners. This right of Credible Coach is exclusive, except regarding data entered processing and use for their own purposes, especially for the marketing of offers via Credible Coach Networks and the creation of reports and statistics on usage conduct for Partners. This right of Credible Coach is exclusive, except regarding data entered Clients when making bookings and orders for onward transmission to Partner. Credible Coach reserves the right to continue to use the data entered through Client’s bookings and orders and forwarded to the Partners, even after the termination the contract with this Partner. Data protection is of the highest priority for Credible Coach. Personal data or data related to Clients is used in anonymised form only.
6.2. In relation to the Partner Credible Coach is fully authorised to collect, process and use the data stored in the Credible Coach Network ('Contract Data') for its own purposes, in particular for the advertisement of products on offer. This also applies to Client Data which the Partner receives from the Client and the Partner enters into the Credible Coach Network.
7. CREATION, COPYRIGHT AND USAGE RIGHT
7.1. On the basis of the requirement agreed between Credible Coach and the Partner, Credible Coach will create for the Partner a template-based website (‘Profile’) and personalised URL hosted on Credible Coach.co.uk.
7.2. The warranty period is 12months starting with the complete acceptance
8. CONTENT OF WEBSITE
8.1. The Partner is to ensure the correctness of the content on the website which they have provided Credible Coach for the creation of the website. The Partner needs to ensure that only true and accurate information is published. The Partner must check all content which they provide to Credible Coach for the creation of the website before they put the site online or make it public in any other way, in particular that all statements in the concrete form and context are legally correct, true, not misleading and anti-competitive.
8.2. If third parties lay a claim against Credible Coach due to content, material or data that was provided to Credible Coach by the Partner for creating the website – particularly in case of infringement of personal-, copy- and trademark-rights – the Partner indemnifies Credible Coach of any such claims and replaces any
damages that Credible Coach incurs.
8.3. The Partner is to adhere to all applicable laws – particularly regarding online trade – when creating and/or operating the website.
9. PRICING AND PAYMENT
9.1. The Partner must pay the Fees to Credible Coach for the applicable Plan in accordance with this clause.
9.2. On the date the Partner registers for a Credible Coach Subscription and every month or year thereafter during the Term, depending on the payment plan selected by the Partner, the Partner must pay Credible Coach the Fees.
9.3. All fees are settled via Direct Debit (using Credible Coach agreed parties) unless the Partner and Credible Coach have explicitly agreed upon a different mode of payment. The Partner is obliged to provide full payment information and will notify Credible Coach immediately if any banking information changes.
9.4. All fees due under this agreement will be payable in Pound Sterling (GBP), are non-refundable and are exclusive of value added tax, which will be added to the bill at the appropriate rate where applicable.
9.5. If, for any reason, the Partner does not pay Credible Coach the Fees within 14 working days of the due date for payment then
9.5.a. Credible Coach may suspend access to all or part of the Services, without any liability to the Partner, and will be under no obligation to provide any or all of the Services while the Fee(s) concerned remain unpaid.
9.5.b. Credible Coach also have the right to request the Partner to pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount.
9.6. Credible Coach is entitled to increase the Fees, provided Credible Coach gives the Partner at least one month’s written notice of the change. Free changes will take effect on the next billing date. Your continued use of the Service after communication of such price change to you constitutes an acceptance of such new price.
9.7. Your Subscription will automatically renew at the end of each Subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with the section entitled Duration and Termination. At the time of renewal the payment method you have designated to be charged for the Service will automatically be charged at the standard rate at the time of renewal.
9.8. The Partner will provide Credible Coach with the information required for the site content in digital form in time. Credible Coach is not obliged to check the content provided by the Partner, in particular not in terms of whether the content is suitable for achieving the intended purpose of the website. Text, photographs, graphics and tables in particular should be included in the information which the Partner provides, if they so wish to use such content.
9.9. Credible Coach will install the site ready to use on a third party-hosted server so that online access to the Partner’s website created by Credible Coach is available to everyone. Credible Coach will set up a contract with the third party on behalf of the Partner.
9.10. Credible Coach reserves the right to make immediate changes to the website of which the Partner will be informed as soon as reasonably possible.
9.11. All concepts, design drafts, technical developments, code and adaptations which are developed by Credible Coach for the purpose of the website creation remain the property of Credible Coach.
9.12. Credible Coach grants the non-exclusive right to use the website that Credible Coach created for the Partner in accordance with the terms and conditions.
9.13. The terms under which the third party provides the template-based system to create the website apply for the use of the website.
10.1. The Partner will accept the website immediately, usually by telephone or email, unless it has significant shortcomings. Credible Coach accepts no responsibility for the server, the data lines and internet access of the Clients.
10.2. The Partner guarantees they own all necessary rights – particularly the usage rights of all content, data and materials that is provided by the Partner to Credible Coach for the creation of the website. By ordering the service the Partner confirms that all content, data and material that is handed over to Credible Coach for creation of the website is free of third-party rights.
10.3. Credible Coach will provide warranty by repair.
10.4. The warranty will be void if the defect is a result of changes which the Partner made to the site after acceptance.
11.1. Credible Coach is liable for intent and gross negligence in accordance with legal regulations.
11.2. Credible Coach is only liable for ordinary negligence if in delay or inability or breach of an essential contractual obligation. This liability is limited to typical foreseeable damage (typical contractual average damage). This limitation of liability does not apply to damages resulting in injury to life, body or health, in fraudulent concealment of a defect or in the case of a guaranty. This limitation of liability also applies to third parties who are included in the scope of protection of the contract.
11.3. Credible Coach’s legal representatives, employees and other agents will not
be liable beyond Credible Coach’s liabilities.
11.4. Credible Coach cannot be held liable for non-availability due to (i) scheduled maintenance (ii) internet outage (iii) other reasons that are beyond Credible Coach’s responsibility.
11.5. When displaying content Credible Coach is merely the hosting platform of such content. Credible Coach provides a technical service. The content is solely the responsibility of the Partner.
12.1.This contract is subject to English law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). If any term of this contract is or becomes invalid or non-binding, all other terms applicable to the contractors shall remain. In this case the contractors will replace the invalid or non-binding term with a valid and binding term, with consideration of the content and purpose of the contract, and to a similar effect as the invalid or non-binding term.
12.2. The sole place of jurisdiction is London, insofar as the Partner acts at the time of contract cancellation.