TERMS AND CONDITIONS

Our Site, www.briannajohnston.com, is owned and operated by Buzz Corporation Ltd t/a Briannajohnston.com (referred to herein as ‘BMJ’, ‘We’, ‘Us’ or ’Our’) a limited company registered in England under company number 12737168, whose registered address is First Floor Office, 3 Hornton Place, London W8 4LZ.

These Terms of Sale set out the terms under which Social Media Business Coaching Services and Paid Content, accessed via Subscriptions/Courses, are sold by Us to business customers through this website, www.briannajohnston.com (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription.

You will be required to read and accept these Terms of Sale when instructing Us or ordering a Subscription/Course. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription or Course and/or access Paid Content through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

The Client (referred to hereafter as the “Client” or “you”).

Definitions attached in Schedule 1

Information

Unless the context otherwise requires, each reference in these terms to:

1. a)  “writing”, and any similar expression, includes a reference to any communication effected by electronic or similar means;

2. b)  a statute or a provision of a statute is a reference to that statute or provision as amended or re- enacted at the relevant time, including secondary legislation made from time to time;

3. c)  a reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

4. d)  a reference to a "Party" or the "Parties" refer to the parties to the Contract;

5. e)  these terms apply to all services that you instruct us to provide and cannot be varied or amended

   except in writing and signed by both parties;

6. f)  where these terms and conditions relate to more than one person, the liability is joint and

   several. invoices are payable by you, regardless of any arrangement you may have with any

   third party;

7. g)  where services are accepted and/or purchased on behalf of a company or other legal entity you

   confirm that you have the authority to enter into such an agreement with me;

8. h)  where you are a Limited (Liability) Company, we require the Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide suitable security for payment. We

   reserve the right to suspend all work until satisfactory guarantees are provided;

9. i)  the headings used in these terms are for convenience only and shall have no effect upon the

   interpretation of these terms;

10. j)  words imparting the singular number shall include the plural and vice versa; and

11. k)  references to any gender shall include the other gender.

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1. Access to and Use of Our Site

1.1 Access to Our Site is free of charge.
1.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

1.3 Any person under the age of 18 is not permitted to use or purchase services/memberships from Our Site.

1.4 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

2. Business Customers and Consumers

2.1 These Terms apply to business customers only. These Terms do not apply to individual consumers purchasing Paid Content for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

2.2 These Terms constitute the entire agreement between Us and you with respect to your purchase of Subscriptions/Courses and Paid Content from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

3. Subscriptions/Courses, Paid Content, Pricing and Availability

3.1 We may from time to time change Our prices. Changes in price will not affect any Subscription/Course that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price at least 30 days before the change is due to take effect.

3.2 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content. However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.

3.3 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform you at least 30 days before the changes are due to take effect.

3.4 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription/Course to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

3.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that you have already placed (however please note Clause 3.9 regarding VAT).

3.6 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If

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the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription/Course at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 48hrs, We will treat your order as cancelled and notify you of this in writing.

3.7 If We discover an error in the price or description of your Subscription/Course after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens.

3.8 If the price of a Subscription/Course that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions/Courses [and renewals] will be charged at the new price.

3.9 Prices on Our Site are shown both inclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

4. Orders – How Contracts Are Formed

4.1 Our Site will guide you through the process of purchasing a Subscription/Course. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

4.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.

4.4 Subscription/Course Confirmations shall contain the following information: 4.4.1 Your Subscription/Course ID;

4.4.2 Confirmation of the Subscription/Course ordered including full details of the main characteristics of the Subscription/Course and Paid Content available as part of it;

4.4.3 Fully itemised pricing for your Subscription/Course including, where appropriate, taxes, and other additional charges;

4.4.4 The duration of your Subscription/Course (including the start date, and the expiry and/or renewal date;

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4.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.

4.6 Any refunds due under this clause will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

4.7 Refunds under this clause will be made using the same payment method that you used when purchasing your Subscription.

5. Payment

5.1 Payment for Subscriptions/Courses must always be made in advance. Your chosen payment method will be charged when We process your order and send you a Subscription/Course Confirmation on each renewal date.

5.2 Payments due must be made without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

5.3 We accept the following methods of payment on Our Site: 5.3.1 Debit card; and
5.3.2 Credit card.

5.5 Any sums which remain unpaid following the expiry of the period set out on the invoice shall incur interest on a daily basis at 8% above the base rate of Lloyds Bank from time to time until payment is made in full of any such outstanding sums, as well as any other statutory compensation. Interest will accrue daily from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.

5.6 If we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.

5.7 If you believe that We have charged you an incorrect amount, please contact Us as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

6. Provision of Paid Content

6.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

6.2.1 To fix technical problems or to make necessary minor technical changes, as described above in Clause 3.2;

6.1 Paid Content appropriate to your Subscription/Course will be available to you immediately when

We send you a Subscription/Course Confirmation and will continue to be available for the duration of

your Subscription/Course (including any renewals), or until the Contract is otherwise ended.

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6.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in Clause 3.2; or

6.2.3 To make more significant changes to the Paid Content, as described above in Clause 3.3.

6.3 If We need to suspend the availability of the Paid Content for any of the reasons set out in sub- Clause 6.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension).

6.4 We may suspend the provision of the Paid Content if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however, if you do not make payment within 48 hours of Our notice, We may suspend the provision of the Paid Content until We have received all outstanding sums due from you and/or cancel your Contract as per clause 5.4.

7. Licence & Intellectual Property Rights

7.1 Content made available by us or made available through us is owned by Briannajohnston.com or other content providers and includes but is not limited to text, images, visual content, and trademarks and is protected by intellectual property law.

7.2 When you purchase a Subscription to access Paid Content or Course, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).

7.3 The licence granted to you under Clause 7.2 is subject to the following usage restrictions and/or permissions: You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

8. Ending Your Subscription/Course

8.1 Our courses are based on a fixed 6-month Subscription. You may cancel your Subscription at any time after an initial 6-month term by giving us 7 days' notice. Please note that We do not offer any refunds for Subscription cancellations. In such cases, you will continue to have access to the Paid Content for the remainder of your current Subscription/Course (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

8.2 Where you have entered into a payment plan, please be aware that should you cancel your Subscription/Course, all outstanding monies due will become payable in full within 14 days of Us confirming your cancellation.

8.3 If you wish to exercise your right to cancel under this Clause, you may inform Us of your cancellation by email and becomes effective from the date on which you send Us your message (with evidence of delivery or a read receipt where required). Please provide the following details: your name, address, email address, telephone number, and Subscription ID.

9. Ending the Contract Because of Something We Have Done.

9.1 You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription/Course or the Paid Content (as described in Clauses 3.1 or 3.3), or to these Terms that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription/Course, We will issue you with a pro-rated refund equal to the remaining time left in that

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Subscription/Course. If the change will not take effect or apply to you until the expiry of your current Subscription/Course, the Contract will end at the end of that Subscription/Course period, and you will continue to have access to the Paid Content until that date.

9.2 If We have suspended the availability of the Paid Content for more than 30 days due to an error or issue with Our systems or We have informed you that We are going to suspend availability for more than 30 days, you may end the Contract immediately, as described in Clause 6.3. If you end the Contract for this reason, We will issue you with a partial refund depending on the term of your subscription or Course.

9.3 If the availability of the Paid Content will be significantly delayed because of events outside of Our control, you may end the Contract immediately. See Clause 12 for more information. If you end the Contract for this reason, We will issue you with a partial refund depending on the term of your Subscription/Course.

9.4 Any refunds due under this Clause will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel using the same payment method that you used when purchasing your Subscription/Course.

10. Our Liability & Warranty

10.1 Subject to Clause 10.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

10.2 Subject to sub-Clause 10.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 10% of the total sums paid by you under the contract in question.

10.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

10.4 We warrant, undertake, and agree that all content produced by us in the course of providing the Social Media Marketing & Business Coaching Services (including, but not limited to, Social Media and Paid Content) shall be original to BMJ and shall not infringe any Intellectual Property Rights belonging to a third party.

11. Disclaimer Clauses for Breathwork and Ice Bath Programs

11.1 By participating in any breathwork or ice bath programs, the participant acknowledges and accepts the inherent risks associated with these activities. We shall not be held liable for any injuries, damages, or adverse reactions that may occur during or after participation.

11.2 Participants affirm they are in good physical and mental health and have consulted with a medical professional before engaging in breathwork or ice bath programs. We are not responsible for any health issues arising from participation.

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11.3 Before participating, all members must provide written consent acknowledging their understanding of the nature of breathwork and ice bath programs, including potential physical and psychological effects.

11.4 We strongly recommend participants seek professional medical or psychological advice before joining breathwork or ice bath sessions, especially if they have pre-existing health conditions or concerns. The programs are not a substitute for professional medical or psychological advice.

11.5 Participants with certain medical conditions, including but not limited to cardiovascular issues, respiratory problems, or pregnancy, are advised to refrain from participating in breathwork or ice bath programs. We are not liable for any complications arising from failure to disclose relevant medical information.

11.6 Participants are responsible for disclosing any physical or mental health concerns that may affect their ability to safely engage in breathwork or ice bath activities. We reserve the right to deny participation to individuals deemed unfit for these programs.

11.7 By enrolling in breathwork or ice bath programs, participants release BriannaJohnston.com from any liability, claims, demands, actions, or causes of action arising out of or related to any loss, damage, or injury, whether physical or mental, sustained during or after participation.

12. Force Majeure

12.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, pandemic, epidemic, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disasters, or any other event that is beyond Our reasonable control.

12.2 In the event that a Party cannot perform their obligations hereunder as a result of force majeure for a continuous period of 4 weeks, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Client shall agree to pay for all work completed up to the date of termination.

13. Complaints and Feedback

13.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

13.2 Please put any complaints or feedback in writing to email address: [email protected].

14. Data Protection

14.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

14.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookie Policy on our website.

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15. Other Important Terms

15.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

15.2 You may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.

15.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.

15.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

15.5 No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.

15.6 We may revise these Terms from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see Clause 9.1 above).

16. Law and Jurisdiction

16.1 These Terms and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

16.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1

Definitions and Interpretation

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings: