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Scaleup CLub® TERMS AND CONDITIONS

INTRODUCTION: This agreement is governed by the laws of england and wales
1. ScaleUp Club is intended for ambitious business owners looking to meet, share, collaborate and learn with and from other business owners in a supportive environment. As long as you are fully committed to improving and growing your business, and to fully engaging with the members over the next 12 months, then you’re exactly the kind of business owner we would like to have on a ScaleUp Club. You need to understand and accept that ScaleUp Club operate under the strict understanding that confidentiality is paramount to ongoing trust and to members openly sharing their issues with the group.
2. ScaleUp Club will provide online monthly themed collaboration sessions and facilitated breakout ‘challenge’ rooms where each member/ attendee will have the chance to raise a challenge for exploration and guidance. The theme presentations will be recorded and made available in the membership website along with other resources.
SUPPLY OF SERVICES – BizSmart undertakes to:
1. Supply the ScaleUp Club Services to the Customer as specified.
2. Exercise all reasonable care and skill in the provision of the ScaleUp Club services.
3. Keep confidential all information gained about the Client’s business in the course of the services or otherwise.
  1. BizSmart will only give the Customer’s personal information to third parties where the law either requires or allows BizSmart to do so or where the Customer has agreed that such information can be shared, including but not limited to information the Customer agrees that we can share with fellow board members.
CUSTOMER'S OBLIGATIONS
1. The Customer shall:
  1. Attend the sessions on a regular basis as agreed
  2. Give advance notice of non-attendance. Group sessions will go ahead on the agreed dates unless agreed with the group as a whole.
  3. Make payments in accordance with the payment schedule for the duration of the contract
CHARGES AND PAYMENT
1. Unless otherwise agreed in writing with BizSmart, the cost of the Services will be £50 +VAT per month. Additional charges apply for additional 1:1 support.
2. BizSmart shall invoice the Customer monthly in advance in accordance with the Schedule starting at the beginning of the month following the first board meeting and payment will be via automated payment collection software such as Stripe.
3. The Customer shall pay monthly via Stripe and in any event:
  1. 1. within 14 days of the date of the invoice; and
    2. in full and in cleared funds to a bank account nominated in writing by BizSmart.
4. BizSmart reserves the right to increase its fee rates from time to time.
5. If the Customer fails to make any payment due to BizSmart by the due date for payment, it is agreed that BizSmart will have the right to impose a late payment charge on the overdue amount at the rate of 4% per cent per annum above NatWest Bank Plc's base rate.
CONFIDENTIALITY
1. The Customer acknowledges that the confidentiality of information relating to the business of other ScaleUp Club members is a fundamental principle on which the ScaleUp Club services operates. The Customer therefore agrees to keep all confidential information in relation to other member's businesses strictly confidential and further to indemnify BizSmart for any and all losses we may suffer arising out of your failure to comply with this clause.

LIMITATION OF LIABILITY
1. Nothing in these Conditions shall limit or exclude BizSmart's liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to clause 6.1:
  1. BizSmart shall under no circumstances whatever be liable to the Customer, 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; and
  2. BizSmart offers no warranty, representation to guarantee as to the performance and advice given by the Chair or any other member of the Customer's ScaleUp Club at a board meeting or otherwise and the Customer agrees to hold us harmless in this respect and acknowledges that they should seek appropriate specialist advice on advice given by other members of the Customer's ScaleUp Club board before acting on the same; and
  3. BizSmart accepts no responsibility to the Customer for the performance of the video conferencing platform which is operated by a third party and is not within the control of BizSmart; and
  4. BizSmart's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Services.
3. BizSmart shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
4. This clause 6 shall survive termination of the Contract.
TERMINATION
1. Term: The agreement shall run for the minimum period of 12 months from the date of this agreement (Initial Term).
2. After the expiry of the Initial Term, without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 3 months' written notice.
3. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. either party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 days of that party being notified in writing to do so;
  2. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
4. Without limiting its other rights or remedies, BizSmart may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 5 days after being notified in writing to do so.
INFORMATION ABOUT HOW TO CONTACT BIZSMART
1. How the Customer may contact BizSmart. If the Customer wishes to contact BizSmart it should do so in the first instance through their allocated Chair using the contact details supplied. Alternatively the BizSmart admin team can be contacted via admin@biz-smart.co.uk