Please read these Terms and Conditions carefully. This is to confirm the terms of your purchase and use of the Accountants Coaching Toolkit.

The Accountants Coaching Community (hereinafter referred to as the ACC) and The Accountants Coaching Toolkit (hereinafter referred to as the ACT) are brand names, owned jointly and used by agreement by Progress Barnwell Brewin Limited (hereinafter referred to as PBB), a private company registered in England & Wales and Finoak Pty Limited (hereinafter referred to as FPL), a private company registered in Australia.

1. Definitions

1.1  Except to the extent expressly provided otherwise, in these Terms and Conditions:

“Administrators”  means either of PBB or FPL, the owners of the ACC and ACT brands

“Fees”  means the following amounts:

(a)  the monthly support fee as notified from time to time to the client by the owners

(b)  the specific fee attached to a product or service provided by the owners in agreement with the customer or client and not included in the monthly support fee above

“Customer”  means an individual or firm registered with the ACC as having purchased the ACT in accordance with this document

“Client”  means an individual or firm registered with the ACC as eligible to receive the support services provided within the ACC and ACT

“Intellectual Property Rights”  means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Support”  means, the contract between the Administrators and the client and identifies the client as an active participant in the ACC and ACT support package

2. Term

2.1  A customer relationship commences from the receipt by the ACC of a confirmation of payment of fees by the customer

A client relationship commences from the receipt by the ACC of a confirmation of payment of fees by the client and continues until termination has been notified by either party in accordance with clause 9

3. Client benefits

3.1  Clients of the ACC are entitled to receive the tools and support listed from time to time on the ACC website as inclusive within the client support package.

4. License

4.1  The Administrators hereby grants to the customer and client a non-exclusive license to copy, store, distribute, publish, adapt, edit and otherwise use the tools provided through the ACC benefits for internal training purposes and in the delivery of the customer and clients’ own services.

5. Fees

5.1  The customer and client shall pay the Fees to the Administrators in accordance with the these Terms and Conditions and specifically as laid down by the sales process in the accountantscoachingcommunity.com website

5.2  All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable sales, value-added or government taxes, which will be added to those amounts and payable by the customer and client to the Administrators.

6. Payments

6.1  Payments are to be made to the administrators by the customer and client as laid down within the payment portal in the accountantscoachingcommunity.com website

6.2  The customer and client must pay the Administrators by using such payment details as are notified by the Administrators to the Member from time to time.

7. Warranties

7.1  The Administrators warrant to the customer and client that:

(a)  they have the legal right and authority to enter into the sale and support agreement and to perform its obligations under this agreement;

(b)  they will comply with all applicable legal and regulatory requirements applying to the exercise of their rights and obligations under this agreement; and

(c)  they have or have access to all necessary know-how, expertise and experience to perform its obligations under this agreement.

7.2  The customer and client warrants to the Administrators that they have the legal right and authority to enter into agreement with the ACC and to perform their obligations under this agreement.

7.3  All of the parties’ warranties and representations in respect of the subject matter of this agreement are expressly set out here and in any additional customer and client Agreement as may be set out at any time . Subject to Clause 8.1, no other warranties or representations will be implied.

8. Limitations and exclusions of liability

8.1  Nothing in these Terms and Conditions will:

(a)  limit or exclude any liability for death or personal injury resulting from negligence;

(b)  limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)  limit any liabilities in any way that is not permitted under applicable law; or

(d)  exclude any liabilities that may not be excluded under applicable law.

8.2  The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms and Conditions:

(a)  are subject to Clause 8.1; and

(b)  govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

8.3  Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

8.4  Neither party shall be liable to the other party in respect of any loss of revenue or income.

8.5  Neither party shall be liable to the other party in respect of any loss of use or production.

8.6  Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

8.7  Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

8.8  Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

9. Termination

9.1  Either party may terminate the support agreement by giving to the other party not less than 30 days’ written notice of termination expiring at the end of any calendar month, after the completion of the first 12 months of paid monthly Support, subject to any special offer in place as agreed at the time of initial sale.

9.2  Either party may terminate the support agreement immediately by giving written notice of termination to the other party if:

(a)  the other party commits any material breach of the agreement and the breach is not remediable;

(b)  the other party commits a material breach of the agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)  the other party persistently breaches the agreement (irrespective of whether such breaches collectively constitute a material breach).

9.3  Either party may terminate the agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii)  ceases to conduct all (or substantially all) of its business;

(iii)  is or becomes unable to pay its debts as they fall due;

(iv)  is or becomes insolvent or is declared insolvent; or

(v)  convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)  an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)  an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Membership); or

(d)  if that other party is an individual:

(i)  that other party dies;

(ii)  as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)  that other party is the subject of a bankruptcy petition or order.

9.4  The Administrators may terminate the agreement immediately by giving written notice to the client if:

(a)  any amount due to be paid by the client to the Administrators under the agreement is unpaid by the due date and remains unpaid upon the date of which that written notice of termination is given; and

(b)  the Administrators have given to the client at least 7 days’ written notice following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 9.4.

10. Effects of termination

10.1  Upon the termination of the support agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 6, 8, 11 and 12.

10.2  Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the agreement shall not affect the accrued rights of either party..

11. Confidentiality

The parties hereto agree that each shall treat confidentially the terms and >conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law

12. General

12.1  No breach of any provision of the support agreement shall be waived except with the express written consent of the party not in breach.

12.2  If any provision of the agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

12.3  The agreement may not be varied except by a written document signed by or on behalf of each of the parties.

12.4  Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

12.5  The agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the agreement are not subject to the consent of any third party.

12.6  Subject to Clause 8.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

12.7  These Terms and Conditions shall be governed by and construed in accordance with English law.

12.8  The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.