Definitions. In these Conditions, the following definitions apply: Client: the person or company purchasing the Program from Mindset To Success Consulting LLP (MTSCL), Client: the business (person or company) purchasing the program from MTSCL is [NAME FIELD], [EMAIL FIELD], [ADDRESS FIELD] Commencement Date: the date that MTSCL commences provision of the Program to the Client in accordance with clause 2.4 below Contract: the contract between MTSCL and the Client for the supply of a Program comprising of the Order and these Conditions MTSCL: Mindset To Success Consulting LLP a company with its registered office located at FF-116A, Ananta Trendz, New Alkapuri, Gotri, Vadodara – 390021, Gujarat, India
The Materials: all documents, guides, booklets, digital or physical products, CD-ROMs, equipment, content on MTSCL’s website, and any other proprietary information relating to the Program which is provided by MTSCL to the Client.
Fees: the fees payable by the Client for the supply of a Program in accordance with clause 5.
Data Protection Addendum: means the addendum hereto identifying certain respective rights and obligations of the parties in respect of personal data and privacy under the Contract (as updated from me to me).
Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010; Client Data means all data (in any form) that is provided to MTSCL or uploaded or hosted on any part of any Program by the Client or by any Authorised User; Data Protection Losses has the meaning given to that term in the Data Protection Addendum; Protected Data has the meaning given in the Data Protection Addendum;
2. BASIS OF CONTRACT
2.1 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of MTSCL which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. MTSCL is under a legal duty to supply goods that are in conformity with the contract;
2.2 Any sample materials, descriptive matter, or advertising issued by MTSCL, and any descriptions or illustrations contained in MTSCL’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of a Program and the Programs offered by MTSCL. They will not form part of the Contract or have any contractual force.
2.3 The client agrees that if they access or use the program materials supplied with the service before the end of a period of 14 days from the Commencement Date of the program they then understand and agree with explicit consent that the right to cancel the contract will be lost. The client understands that they will need to contact firstname.lastname@example.org if they maintain their right to cancel.
2.4 The Commencement Date of the Program is the date on which these Terms and Conditions are signed and the Client, therefore, gains access to the Program (irrespective of whether they do access the program on that same day).
2.5 As the Client is entering into the contract for a reason wholly or partly connected to business (whether that business is a limited company, partnership, sole trader, freelancer, or any other kind of business entity in relation to a profession for the purpose of acquiring clients and running a business) then consumer protection law does not apply. Terms deemed unfair under consumer protection law would not generally be deemed unfair in a business-to-business context. The Client understands they are entering into the contract for the purpose of business and will therefore be deemed as a business for matters of contract law.
3. THE PROGRAMS
3.1 MTSCL will supply a Program to the Client and MTSCL warrants to the Client that such Program has been prepared using reasonable care and skill. MTSCL provides no guarantee that a Program will provide any results for the Client. MTSCL makes no claims or representation that by using MTSCL the Client will earn money or make their money back. Testimonials shown on the MTSCL website are real people. The Client’s experience will vary based on the Clients level of effort, how hard they work, how much of what MTSCL recommends they implement, and how closely they follow the process laid out by MTSCL. The Client accepts they are fully responsible for all decisions made relating to their business and acknowledges MTSCL has no control over what they do and don’t do.
3.1.1 MTSCL is not affiliated with Facebook in any way and has no control over Facebook. MTSCL accepts no liability for Facebook’s actions including but not limited to account closure, suspension, negative commentary on adverts, costings, changes to layout, processes, budget allocation.
3.2 MTSCL will use reasonable endeavors to meet any dates in relation to supporting the program but any such dates will be provisional only and may be subject to change at the discretion of MTSCL, with no liability attaching to MTSCL in respect of such changes.
3.3 MTSCL will have the right to make any changes to the support of a Program that does not affect the fundamental nature of the Program
3.4 The Client 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 Program, including laws relating to privacy, data protection, and use of systems and communications.
3.5 The Client and MTSCL acknowledge that the Program consists of the pre-recorded training videos the Client is provided access to from the Commencement Date of the Program. The Client shall have access to the training videos (including any updates) for the lifetime of the Client as long as the company is still in operation. Any other materials, access, or support provided (including but not limited to Q and As, Q and A recordings, the support given through MTSCL intercom service, personalized videos, calls, zooms, or communication with MTSCL through any other CRM system or communication method) is designed to support the Client’s use of the Program and does not constitute part of the Program itself.
3.6 The Client may submit coaching help requests via the Members Area and can expect a response within 2-5 working days depending on the nature of the request. The response may be provided by any member of the MTSCL team. A Client may not dictate which member of the MTSCL team the response is given by.
3.7 Please check what your specific Program consists of by visiting: https://gopalmishra.com/ program page, or through emails.
4. CLIENT’S OBLIGATIONS
4.1 The client will: a)ensure that the terms of the Order are complete and accurate; b)cooperate with MTSCL in all matters relating to a Program; c)pay the Fees strictly in accordance with the payment schedule set out in the Order; d)provide MTSCL with such information and materials as MTSCL may reasonably require in order to support a Program and ensure that such information is accurate in all material respects; (e) not use a Program or MTSCL Materials for any purpose other than that which has been expressly authorised under the Contract, nor will it compete or seek to compete, either directly or indirectly, with the business of MTSCL at any time (f) respect the privacy rights of any other participants in a Program; g)permit MTSCL to use any examples of the clients in the online updated curriculum or in MTSCL marketing (h) with the Clients Permission, the Client permit MTSCL to include information or video footage highlighting any benefits which the Client’s business has obtained from using a Program and in this regard, the Client hereby grants to MTSCL a royalty-free, perpetual license to use any intellectual property rights of the Client for this purpose.
4.2 If MTSCL’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the client or failure by the Client to perform any obligation (Client Default), MTSCL, without limiting its other rights or remedies, will (a) have the right to suspend offering support of a Program until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays MTSCL ’s performance of any of its obligations, and (b) not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from MTSCL’s failure or delay to perform any of its obligations as set out in this clause 4.2.
5. FEES AND PAYMENT
5.1 The Fees for the program are [PAYMENT SCHEDULE FIELD] (or any agreement made with a finance company in accordance with payment for the program). The payments will be made using the card supplied by the Client ending [LAST FOUR DIGITS OF CARD FIELD], exp date [CARD EXPIRY DATE FIELD], and CVV code [CVV CODE FIELD]. The fees will remain payable by the client even if the Client does not complete, access, or use the entire Program. The program fees are non-refundable.
5.2 The Client will pay all amounts due under the Contract in full without any deduction or withholding and the Client will not be entitled to assert any credit, offset or counterclaim against MTSCL in order to justify withholding payment of any such amount.
5.3 MTSCL reserves the right to continue processing payments for any outstanding monies using any of the Client’s card details held on the Clients account.
5.4 Failure to make payment in a timely and collaborative fashion may result in your details and contract being handed to a 3rd party debt collection agency which may affect your credit rating and potential to get future credit.
6. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in or arising out of or in connection with a Program and MTSCL Materials will be owned by MTSCL. MTSCL hereby grants the Client a revocable, nonexclusive royalty-free license to use MTSCL Materials for the duration of a Program.
7. LIMITATION OF LIABILITY AND DISCLAIMERS:
7.1 MTSCL will under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
7.2 MTSCL does not provide any legal, tax, financial, or accounting advice, and any information provided to the Client as part of a program is not intended to constitute such advice.
8. DURATION AND TERMINATION
8.1 The Contract will last until both parties have fulfilled their obligations relating to the contract. The Client has access to the training videos for their lifetime or the lifetime of the Company [minimum 10 years]
8.2 The Client will have the right to “pause” their support access time for a maximum of 2 weeks as standard. Any longer pauses due to ill health or personal circumstances will need to be authorized by MTSCL on a case by case basis at the discretion of MTSCL. Any payments due according to the payment schedule laid out in this order will still be payable according to their original terms during or after a support “pause” has taken place.
9. DATA AND INFORMATION
9.1 Client Data shall at all times remain the property of the Client or its licensors.
9.2 Except to the extent MTSCL has direct obligations under data protection laws, the Client acknowledges that MTSCL has no control over any Client Data hosted as part of the provision of the Programs and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity, and legality of the Client Data and that its use (including use in connection with the Program) complies with all applicable laws and Intellectual Property Rights.
9.3 If MTSCL becomes aware of any allegation that any Client Data may not comply with the Acceptable Use Policy or any other part of this Contract MTSCL shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Programs and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful MTSCL shall notify the Client before taking such action.
9.4 Within  days of the earlier of the end of the provision of the Program (or any part) relating to the processing of the Client Data, unless otherwise set out in the Contract or subsequently agreed in writing, the Client hereby instructs that MTSCL shall securely dispose of such Client Data processed in relation to the Program (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Law (as defined in the Data Protection on Addendum) requires MTSCL to store such Client Data. MTSCL shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with the Contract.
10. CONFIDENTIALITY AND SECURITY OF CLIENT DATA
10.1 MTSCL shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with the Contract, disclose or copy the Client Data other than as necessary for the performance of the Program or its express rights and obligations under the Contract.
10.2 MTSCL shall implement technical and organizational security measures in accordance with [the Information on Security Addendum].
10.3.1 MTSCL undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors, and direct and indirect subcontractors 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 Program, and
10.3.2 shall be responsible to the Client for any acts or omissions of any of the persons referred to in clause 10.3.1 in respect of the confidentiality and security of the Client Data as if they were MTSCL’s own.
10.4 The provisions of this clause 10 shall not apply to information which:
10.4.1 is or comes into the public domain through no fault of MTSCL, its officers, employees, agents or contractors;
10.4.2 is lawfully received by MTSCL from a third party free of any obligation of confidence at the time of its disclosure;
10.4.3 is independently developed by MTSCL (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such information; or
10.4.4 is required by law, by a court or governmental or regulatory order to be disclosed, that clauses 10.4.1 to 10.4.3 (inclusive) shall not apply to protected data.
10.5 This clause 10 shall survive the termination or expiry of the Contract for a period of [ten] years.
10.6 To the extent any Client Data is Protected Data, MTSCL shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of MTSCL’s obligations under the Data Protection Addendum (which can be found by logging into gopalmishra.com). Clauses 10.1 to 10.5 (inclusive) are subject to this clause 10.6.
11.1 From the date the Contract commences any behavior displayed by the Client that MTSCL deems as disruptive, threatening, abusive, or untenable in any way, either in person, via email, via social media, or any other forms of means of communication either directed at MTSCL, MTSCL’s other clients, MTSCL team members or associates may result in the Client being denied access to aspects of support to the Program. Any monies already paid for the Program will be non-refundable. Should MTSCL display behavior that is disruptive, threatening, abusive, or untenable towards the Client then the Client may ask to withdraw from the support aspects of the program and not make any further payments
11.2 Assignment and subcontracting: The Client will not, without the prior written consent of MTSCL, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract
11.3 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.
11.4 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 by both MTSCL and the Client and signed by the Client.
11.5 Other than the warranties provided in the Addendum which can be found upon logging into gopalmishra.com, MTSCL gives no warranties of any kind, whether express or implied, for the service, it provides under the Contract. Use of any information obtained via MTSCL is at the Client’s own risk. MTSCL makes no warranty whether express or implied as to the accuracy or quality of information obtained through its services.
11.6 Complaints: Please contact email@example.com and we will acknowledge your contact within 48 hours and provide a full response within 7 days. We don’t currently subscribe to an alternative dispute resolution (ADR) scheme as we’re confident we will always attempt to resolve any complaint professionally and courteously.
12. NON-COMPETE AGREEMENT
12.1 The Client is not permitted to advertise to, solicit, sell to, market to or recruit other MTSCL Clients (previous or present) into their own business as Clients, into any form of data list, group (Whatsapp, Facebook, or any other private platform) or form a collective social group of MTSCL Clients without the express permission of MTSCL. Any attempts to do so will be considered a direct attempt to poach MTSCL Clients and interrupt the business of MTSCL. MTSCL does not attempt to control who the Client does and does not talk to or socialize with on an individual basis or within the MTSCL platforms (Q and As) provided for such interaction.