Terms and Conditions

Introduction

1. Aurora Incorporated Limited (company number 10988409) (“Aurora”) provides online and in person coaching and workshops (“Workshops”) for enterprising people seeking to develop their business and personal skills. Information about Workshops can be found on Aurora’s website at www.aurorawellness.uk (the “Website”).
2. Capitalised terms used in these terms of business (the “Terms”) shall have the meaning given in the Schedule which can be found at the end of these Terms.
3. These Terms and the Order Form set out the terms and conditions on which clients who book Workshops (the “Client”) contract with Aurora. These Terms and the Order Form make up the entire agreement between the Client and Aurora.
4. By:
   1. signing the Order Form;
   2. making a Booking for a Workshop; or
   3. making payment of any Charges,
   4. the Client irrevocably agrees to these Terms in full without amendment.

Services

1. The Services shall conform in all material respects with the description of the Workshop as provided on Aurora’s Marketing Materials or (in respect of Corporate Clients only) in any Specification set out in the Order Form, save that Aurora shall be permitted to make incidental changes as required from time to time.
2. Aurora undertakes to use reasonable endeavours to ensure that the Services comply with any relevant requirements of any applicable law.
3. Aurora is engaged as an independent contractor. Nothing in these Terms shall be deemed or construed to create a joint venture, partnership, or employee/employer relationship between Aurora and any Client.

Booking

1. The Client may make a booking request in person or by emailing or telephoning Aurora, or via the Website. Aurora may send to (or provide via the Website) the Client an Order Form as well as a copy of these Terms and request that the Client completes and returns the Order Form. Alternatively, the Client may provide Aurora with the information required to complete the Order Form and Aurora may complete the Order Form on the Client’s behalf.
2. A booking request shall only be accepted by Aurora when Aurora emails the Client confirming such acceptance, resulting in a “Booking”. A Booking shall be binding on the Client.
3. A Booking shall be non-refundable except in accordance with this clause 3.3:
   1. the Client shall be permitted to cancel any Booking within 14 days of the Booking being confirmed by Aurora pursuant to clause 3.2 (the “Booking Date”) and shall be entitled to a refund of 100% of any sums paid to Aurora in respect of the Booking, save when the date for commencement of the Workshop the subject of the Booking (the “Commencement Date”) is less than 14 days from the Booking Date in which case no refund shall be due to the Client;
   2. after the expiry of 14 days from the Booking Date, the Client shall be permitted to cancel any Booking and receive a refund of 100% of any sums paid to Aurora where the Commencement Date is more than 3 calendar months from the date of such cancellation (the “Cancellation Date”);
   3. after the expiry of 14 days from the Booking Date, the Client shall be permitted to cancel any Booking and receive a refund of 50% of any sums paid to Aurora where the Commencement Date is more than 2 calendar months from the Cancellation Date;
   4. after the expiry of 14 days from the Booking Date, the Client shall be permitted to cancel any Booking and receive a refund of 25% of any sums paid to Aurora where the Commencement Date is more than 1 calendar month from the Cancellation Date;
   5. after the expiry of 14 days from the Booking Date, the Client shall be permitted to cancel any Booking but shall receive no refund in respect of any sums paid to Aurora where the Commencement Date is 1 calendar month or less from the Cancellation Date.
4. The Client acknowledges that Aurora incurs certain non-refundable expenses when a Booking is confirmed and incurs further expenses as the Commencement Date draws closer. Whilst Aurora will attempt to find a replacement to take a Client’s place on a cancelled Booking (in which case where a replacement is found, the Client will be provided with a refund of all sums paid to Aurora), Aurora may not be able to fill the place. The Client agrees that the refund amounts set out in clause 3.3 represent a fair allocation of the expenses incurred by Aurora in respect of Bookings.
5. Aurora may in its sole discretion refuse to make a Booking or cancel any Booking (and refund any sums paid) in each case without any liability to the Client. In the event that Aurora considers in its reasonable opinion that a Client represents a risk to the health or wellbeing of any other delegate or member of Aurora staff, or to himself / herself, Aurora may in its sole and absolute discretion exclude such Client from any Workshop.

Charges and Payment

1. The Client shall pay Aurora the Charges as set out in the Order Form on or before the dates set out in the Order Form.
2. The Charges specified in the Order Form are exclusive of VAT, which shall be payable in addition to the Charges. Aurora shall provide the Client with an invoice for the Charges which shall detail any VAT due on the Charges.
3. All payments shall be made in Pounds Sterling to the bank account of Aurora as notified to the Client from time to time.
4. In the absence of any specified dates for payment set out in the Order Form, payment shall be due in respect of any invoice within 14 days of the date thereof.
5. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:

   (a) 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 Virgin Money, 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

   (b) suspend all Services until payment has been made in full.

6. 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.

Intellectual Property Rights

1. All intellectual property rights in the Workshop Materials and Website provided by Aurora shall remain the property of Aurora.
2. Aurora hereby grants the Client a limited revocable licence to use the Workshop Materials and Website for the purposes of benefitting from the Services, but otherwise not to adapt, use, or vary any such Workshop Materials or Website (as applicable). Where the Client is a Corporate Client, the licence shall also permit the Client to hold and transmit the Workshop Materials to delegates employed by the Corporate Client who have attended a Workshop (or who have been booked to attend a Workshop) on condition that the Corporate Client shall not make available such Workshop Materials to any other person, or use such Workshop Materials internally or in any manner for commercial gain.

Confidentiality

1. These Terms and any information (including without limitation any Workshop Materials) disclosed to the Client in the course of provision of the Services belongs to Aurora and is confidential (“Aurora Confidential Information”).
2. Aurora agrees that the Client may use any Aurora Confidential Information for the purposes of benefitting from the Services, but the Client shall otherwise hold all Aurora Confidential Information in confidence and shall not disclose, publish or communicate the Aurora Confidential Information to any third party, save as required by law, including by a court of competent jurisdiction or governmental or regulatory authority.
3. Any information disclosed by the Client to Aurora in the course of provision of the Services by Aurora including but not limited to information regarding the Client, his / her private life, business activities, clients or suppliers, health or financial position belongs to the Client and is confidential (“Client Confidential Information”).
4. The Client agrees that Aurora may use any Client Confidential Information for the purposes of providing the Services, but Aurora shall otherwise hold all Client Confidential Information in confidence and shall not disclose, publish or communicate the Client Confidential Information to any third party, save for as required by law, including by a court of competent jurisdiction or governmental or regulatory authority.
5. The Client acknowledges and agrees that any information disclosed by the Client to other delegates in the context of any Workshop may be disclosed by delegates who are not bound by obligations of confidentiality to the Client. Aurora shall not be liable to the Client in the event of any such disclosure.

Liability

1. Nothing in these Terms shall exclude Aurora’s liability for death or personal injury caused by its gross negligence or for its fraud.
2. Without Prejudice to Clause 7.1, Aurora shall not, under any circumstances, be liable to the Client whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
   1. loss of profit;
   2. loss of business;
   3. loss of business opportunity;
   4. loss of anticipated saving; or
   5. special, indirect or consequential damage.
3. The Client acknowledges and agrees that the Services are intended to be used for personal development and that Aurora shall at no time give (or be deemed to give) professional advice on any matter including without limitation business, legal, financial, taxation, health or medical matters. Accordingly, Aurora shall not be liable for the actions or omissions of any person by reason of any provision of the Services by Aurora. Results are not guaranteed or typical. The Client acknowledges that Aurora does not dispense medical advice or prescribe the use of any technique as a form of treatment for physical, emotional, or medical problems without the advice of a physician, either directly or indirectly.
4. Subject to clause 7.1, Aurora’s liability to the Client whether in contract, tort (including negligence) or otherwise shall in no event exceed the sum of £100.

Data Protection

1. In this Clause 8:
   1. “Personal Data” means any information relating to an identified or identifiable natural person; and
   2. “Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, access to, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. “Processes” and “Processing” shall be construed accordingly.
2. Aurora shall, and shall ensure that any of its sub-contractors shall, comply with all applicable data protection and privacy laws in relation to its (if any) access to and Processing of Client Personal Data.
3. Aurora collects the following Personal Data about its Clients:
   1. name;
   2. email address
   3. telephone number; and
   4. address.
4. Aurora Processes Client Personal Data for the following purposes:
   1. name, email address, telephone number, address and age in order to provide the Services to the Client. This includes communicating with the Client details of the Workshop, facilitating the Client’s booking on the Workshop and providing the Client with Workshop Materials;
   2. email address in order to provide targeted and relevant marketing communications to the Client. The Client is asked to provide a consent to this form of processing in the Order Form. There is no obligation on the Client to provide this consent. Where the Client provides consent to receive targeted and relevant marketing communications, the Client may withdraw consent at any time by emailing Aurora, or unsubscribing by clicking on the “unsubscribe” link on any marketing communication.
5. Aurora shall not, and shall ensure that its sub-contractors do not, retain any Client Personal Data for longer than is necessary for the performance of the Services or as required or permitted by applicable law. Aurora shall, and shall ensure that its sub-contractors shall, securely dispose of all Client Personal Data that are no longer necessary for the performance of the Agreement or as required or permitted by applicable law.
6. The Client may request a copy of his / her Personal Data held by Aurora at any time by sending an email to Aurora.

General

1. Any notice to be given pursuant to these Terms shall be in writing (which shall include email).
2. No delay or failure by either party to exercise any of its powers, rights or remedies under these Terms shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Failure of either party to enforce compliance with any term, provision, or condition of these Terms shall not constitute a precedent. The remedies provided in these Terms are cumulative and not exclusive of any remedies provided by law.
3. If any part of these Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these Terms which will continue to be valid and enforceable to the fullest extent permitted by law.

Schedule

“Charges” means the fees payable to Aurora in respect of any Workshop. These may include fees payable to third parties including without limitation providers of accommodation, food, transport and/or entertainment.
“Corporate Client” means a Client which is a business and is entering into the Agreement constituted by the Terms and the Order Form in order to purchase the Services for its staff.
“Order Form” means the cover sheet provided with these Terms in electronic or paper format or provided as part of the booking process via the Website.
“Marketing Materials” means all those materials including without limitation any slides, background reading and other printed and electronic materials provided to the Client whether via the Website or in person during any Workshop.
“Services” means all those services provided by Aurora including without limitation provision of personal development training as part of any Workshop, as set out in the Order Form.
“Specification” means (in respect of Corporate Clients only) any specific requirements for the Workshop or Services required by the Client, as set out in the Order Form.