X
Terms
Home | Terms
LeadFit Global Ltd – SERVICES TERMS & CONDITIONS OF USE

PROFESSIONAL DEVELOPMENT PROGRAMMES & DEVELOPMENT TOOLS

This document (together with the letter of agreement which this
document is annexed to (the “Letter of Agreement”) and any Order or
other terms agreed in writing between the parties) set out the legal
terms and conditions (the “Terms of Use”) on which LEADFIT GLOBAL LTD
Ltd (“LEADFIT GLOBAL LTD”) provides Services to you (the “Client”). If
there is any conflict or ambiguity between these Terms of Use, the
contents of the Letter of Agreement, or the terms of an Order, the
terms of the Order shall prevail (unless otherwise indicated in the
Order).

Where accessing the Services via LEADFIT GLOBAL LTD’s website at
www.LeadFit Global Ltd.com (the “Website”), the Client acknowledges
that the Website terms of use at Legal Centre shall also apply and are
incorporated herein by reference.

1. Interpretation and understanding which sections of these Terms of Use apply

1. 1.1  In this document, capitalised terms shall have the meaning set
out in the Schedule.

2. 1.2  The following terms and conditions apply to both the PDP
Services and the Survey Services, and any other services made
available by LEADFIT GLOBAL LTD from time to time, except that:

1. a)  Section 6 of these Terms of Use applies only to the PDP Services;

2. b)  Section 7 of these Terms of Use applies only to the Survey Services;

3. c)  Section 16 of these Terms of Use applies only where the
Client is acting in its individual

capacity as a consumer (“Customer”).

2. Services

1. 2.1  The Services will be performed for the duration of the Term,
save where there is any lawful earlier termination of these Terms of
Use, or as otherwise provided for in these Terms of Use.

2. 2.2  LEADFIT GLOBAL LTD shall:

a) provide the Services to the Client in accordance with these Terms
of Use;
b) perform the Services using all reasonable care and skill
and in accordance with industry

standards; and
c) use reasonable efforts to provide the Services in
accordance with agreed timescales.

3. 2.3  The Client acknowledges that LEADFIT GLOBAL LTD is free to
provide the Services to other individuals, partnerships, corporations
or any other legal entity.

Fees, Expenses & Payment

In consideration for the Services to be provided by LEADFIT GLOBAL LTD
hereunder, the Client shall pay to LEADFIT GLOBAL LTD the Fees and any
agreed Expenses. Fees and Expenses are exclusive of any applicable
taxes, which (if applicable) the Client shall additionally be liable
to pay to LEADFIT GLOBAL LTD at the prevailing rate, subject to
receipt of a valid VAT invoice.

3.     Confidentiality

1. 4.1  The parties shall treat as strictly confidential and shall not
disclose or permit to be disclosed at any time to any person, the
Confidential Information, except as permitted by these Terms of Use or
otherwise specifically permitted in writing by the disclosing party.

2. 4.2  Each party may disclose the other party’s Confidential
Information to its employees, officers and directors contractors who
need to know such Confidential Information for the purpose of carrying
out the party’s obligations under these Terms of Use, provided that
each party shall: (i) inform such persons of the confidential nature
of the Confidential Information before disclosure; (ii) procure that
such persons shall, in relation to any Confidential Information
disclosed to them, comply with the obligations set out in these Terms
of Use; and (iii) at all times be liable for the failure of any such
persons to comply with the obligations set out in these Terms of Use.

3. 4.3  Disclosure to any other person is expressly prohibited without
the prior written permission of the disclosing party.

4. 4.4  The obligations of confidentiality in these Terms of Use shall
not apply to Confidential Information that: (i) is authorised by the
disclosing party in writing to be disclosed; (ii) is or becomes
publicly available through no fault of the recipient party or any of
the recipient party’s directors, officers or employees to whom it has
been disclosed in accordance with this clause; or (iii) is
independently developed by the recipient party without any use or
knowledge of the Confidential Information. If any Confidential
Information is required to be disclosed by law, the recipient party
shall promptly notify the disclosing party prior to disclosing such
Confidential Information unless prohibited by the terms of such legal
requirement.

5. 4.5  Subject to any materials or Intellectual Property rights
licensed under these Terms of Use, on the termination or expiration of
these Terms of Use, the recipient party shall promptly upon the
disclosing party’s request return to the disclosing party all
documents and materials containing, reflecting, incorporating or based
on the other party’s Confidential Information. That portion of the
Confidential Information which is copied or stored in electronic form
(including computer and communications systems and data storage
services provided by third parties) will be promptly deleted or
destroyed upon the disclosing party’s request (to the extent
technically and legally practicable), such destruction to be confirmed
in writing to the disclosing party.

4.6 If either LEADFIT GLOBAL LTD or the Client is required by law, by
any governmental or other regulatory authority or by a court or other
authority of competent jurisdiction to disclose Confidential
Information, that party shall (to the extent it is legally permitted
to do so) provide the other with prompt notice of such disclosure.

5. Personal Data

1. 5.1  The Client acknowledges that LEADFIT GLOBAL LTD’s role in
respect of personal data will depend on the Services being provided
and the nature of the Client, as set out in this section 5.1:

1. a)  Survey Services

1. i)  Where the Client is a Customer (as defined in clause
1.2(c)) and LEADFIT GLOBAL LTD is providing the Survey Services
directly to the Customer, LEADFIT GLOBAL LTD shall be the data
controller in respect of Customer’s personal data.

2. ii)  Where the Client is a company or business and LEADFIT
GLOBAL LTD is providing the Survey Services to the Client for the
Client to use in respect of the Client’s employees, consultants or
otherwise, LEADFIT GLOBAL LTD shall be the data processor in respect
of any personal data provided to LEADFIT GLOBAL LTD by the Client, and
the Client shall be the data controller.

2. b)  PDP Services

i) Where LEADFIT GLOBAL LTD provides PDP Services to a Customer,
LEADFIT GLOBAL LTD shall be the data controller in respect of
Customer’s personal data;

ii) Where LEADFIT GLOBAL LTD provides PDP Services to a Client at the
Client’s premises, the Client shall be the data controller and LEADFIT
GLOBAL LTD shall be the data processor.

2. 5.2  Where LEADFIT GLOBAL LTD is the data controller, it will
handle and process personal data in accordance with its privacy policy
at www.leadfitglobal.org

3. 5.3  Where LEADFIT GLOBAL LTD is the data processor, LEADFIT GLOBAL
LTD will process any personal data provided to it by the Client in
accordance with LEADFIT GLOBAL LTD’s data processing addendum (as
amended from time to time) which can be located at Legal Centre, the
terms and conditions of which are incorporated into these Terms of Use
by reference.

6. PDP Services

6.1 Delivery of the Programme

6.1.1 LEADFIT GLOBAL LTD will use reasonable endeavours to deliver the
Programme as described on the Website, or as otherwise agreed with the
Client and set out in an Order or in the Letter Agreemen

2. 6.1.2  LEADFIT GLOBAL LTD shall be entitled to adapt the Programme
at any time, to alter the timetable, syllabus, location, number of
classes, individual(s) teaching or external service providers, and/or
the method of delivery of the Programme, in LEADFIT GLOBAL LTD’s sole
discretion and without liability to the Client.

3. 6.1.3  LEADFIT GLOBAL LTD may cancel the Programme without cause or
prejudice at any time by giving the Client notice in writing before
the Commencement Date. If LEADFIT GLOBAL LTD cancels the Programme, it
shall refund the Tuition Fee already paid by the Client.

4. 6.1.4  If the Client or the Participant commits a breach of these
Terms of Use which results in LEADFIT GLOBAL LTD cancelling the
Programme, or if LEADFIT GLOBAL LTD cancels the Programme for reasons
of Force Majeure, no refund of the Tuition Fee shall be due to the
Client.

5. 6.1.5  LEADFIT GLOBAL LTD shall not be liable for any loss or
damage to the Client’s property or the Participant’s property that
occurs whilst Participants are attending the Programme.

6.2 Client’s Obligations

1. 6.2.1  Client shall pay to LEADFIT GLOBAL LTD the Tuition Fee
before the Commencement Date in full and upon receipt of an invoice
from LEADFIT GLOBAL LTD. Until paid in full, LEADFIT GLOBAL LTD
reserves the right to suspend or exclude the Participant from
attending all or any part of the Programme.

2. 6.2.2  If for any reason LEADFIT GLOBAL LTD cancels the Programme
and an alternate date cannot be offered, Client shall be given a full
refund. If the Client cancels or defers the Programme 30 days or more
before the Commencement Date, a full refund will be given. In respect
of cancellation by the Client or if the Client requests LEADFIT GLOBAL
LTD defers the Commencement Date less than 30 days before the
Commencement Date, the Client shall pay the Tuition Fee in full,
unless otherwise agreed in writing with LEADFIT GLOBAL LTD.

3. 6.2.3  If Client proposes another Participant attends the session
of a Programme, the new candidate will be subject to the same
admission process as the original Participant. If the new candidate is
accepted by the LEADFIT GLOBAL LTD Admission Committee, no
cancellation fee will apply. Participants shall not be entitled to
transfer to another session of the Programme or another module of the
Programme after the Commencement Date.

4. 6.2.4  The Client acknowledges and agrees and shall ensure that:

Participants must be punctual, attend all appropriate lectures,
sessions, workshops, practical and theoretical activities of the
entire Programme as required by LEADFIT GLOBAL LTD, and contact
LEADFIT GLOBAL LTD as soon as is practicable if unable to attend any
class;

Participants must at all times behave with honesty, show courtesy,
consideration and respect during the course of the Programme.
Participants are expected to avoid any behaviour or conduct that could
be interpreted as inappropriate by another Participant, LEADFIT GLOBAL
LTD employees or any third party. Inappropriate behaviour may include
(without

limitation) unwelcome conduct whether verbal, physical or visual that
denigrates or shows hostility or aversion toward an individual,
including (without limitation) in relation to gender, race, religion,
national origin, age, disability or sexual orientation;

c) Participants shall be responsible for arranging any necessary visas
prior to attending the Programme, and the Client acknowledges and
agrees that it shall procure that its Participants hold all necessary
visas or permits prior to attending the Programme;

d) Participants shall not leave any personal belongings unattended at any time.

7. Survey Services

1. 7.1  Clients may purchase the Survey Services from the Website.

2. 7.2  Client acknowledges that the Survey Services constitute
LEADFIT GLOBAL LTD’s Confidential Information and that Client may not
sub-license or resell the Survey Services, unless expressly appointed
by LEADFIT GLOBAL LTD as a Reseller pursuant to these Terms of Use.

3. 7.3  Client acknowledges that the results of Client’s use of the
Survey Services are not guaranteed and are based on the information
provided to LEADFIT GLOBAL LTD by Client. Client shall not make
available any templates or other documentation provided to it by
LEADFIT GLOBAL LTD as part of the Survey Services to any third party.

4. 7.4  Client shall ensure that any information it or its users
provide during use of the Survey Services is accurate and not
misleading in any way.

5. 7.5  Client shall not, unless expressly authorised by LEADFIT
GLOBAL LTD to be a Reseller, purchase Survey Services for its end
users or otherwise resell or offer the Survey Services to any third
party.

6. 7.6  Client acknowledges that LEADFIT GLOBAL LTD’s logo, trade
marks and branding (“Trade Marks”) will be featured on the Survey
Services, and that in reselling the Survey Services, Client must
comply with any brand guidelines provided to it by LEADFIT GLOBAL LTD
from time to time. Client further agrees that it will not do or fail
to do any act or thing whereby the validity, enforceability or LEADFIT
GLOBAL LTD’s ownership of the Trade Marks, or the reputation or
goodwill associated with the Trade Marks anywhere in the world, is
likely to be prejudiced.

8. Reselling the Survey Services

1. 8.1  Reseller shall only resell the Survey Services in accordance
with these Terms of Use and the terms and conditions contained in an
Order and/or the Letter of Agreement.

2. 8.2  Reseller shall not resell the Survey Services at a price
exceeding the maximum resale price from time to time specified by
LEADFIT GLOBAL LTD in writing.

3. 8.3  Reseller undertakes not to copy the Survey Services or produce
its own versions of the Survey Services nor authorise any third party
to do so.

4. 8.4  Reseller shall not:

1. a)  act as, or represent itself as, an agent of LEADFIT GLOBAL
LTD’s for any purpose;

2. b)  pledge LEADFIT GLOBAL LTD’s credit;

3. c)  give any condition or warranty on LEADFIT GLOBAL LTD’s behalf;

4. d)  make any representation on LEADFIT GLOBAL LTD’s behalf; or

5. e)  attempt to commit LEADFIT GLOBAL LTD to any sales contracts
or any other legally binding agreement.

5. 8.5  Reseller shall inform LEADFIT GLOBAL LTD immediately of any
changes in ownership or control of the Reseller, and of any change in
its organisation or method of doing business which might affect the
performance of the Reseller.

6. 8.6  Reseller shall pay all fees due to LEADFIT GLOBAL LTD for the
Survey Services on the due date, as specified in the Letter of
Agreement or an Order.

7. 8.7  LEADFIT GLOBAL LTD reserves the right to make changes to the
Survey Services, and shall give notice of any changes to the Survey
Services to Reseller as soon as reasonably practicable.

8. 8.8  Reseller shall at its own expense comply with all laws and
regulations relating to its activities under this agreement, as they
may change from time to time, and with any conditions binding on it in
any applicable licences, registrations, permits and approvals. shall
at its own expense comply with all laws and regulations relating to
its activities under this agreement, as they may change from time to
time, and with any conditions binding on it in any applicable
licences, registrations, permits and approvals.

9.     Client Information

In performing the Services hereunder, LEADFIT GLOBAL LTD will use all
information supplied by the Client without having independently
verified the same and LEADFIT GLOBAL LTD assumes no responsibility for
the accuracy or completeness of such information.

10.   Intellectual Property

1. 10.1  In consideration of the Fees, LEADFIT GLOBAL LTD hereby
grants to Client in respect of any Services purchased by the Client, a
non-exclusive, non-transferable, revocable, limited licence to use the
Services for its own internal business use or, if Client is a
Customer, for Customer’s own personal use, strictly in accordance with
these Terms of Use.

2. 10.2  LEADFIT GLOBAL LTD and its licensors shall retain ownership
of all data, Confidential Information and LEADFIT GLOBAL LTD IP in the
Services. Except as expressly provided for in these Terms of Use,
nothing in these Terms of Use is intended to transfer ownership of or
grant any rights to the Client in respect of any data, Confidential
Information, or LEADFIT GLOBAL LTD IP in the Services.

10.3 Client shall not sub-license, assign or otherwise transfer the
rights granted in clause 9.1 to any affiliates, customers or third
parties.

11.     Conflicts of Interest

It is LEADFIT GLOBAL LTD’s practice to serve multiple clients within
various industries, including those with potentially opposing
interests. Accordingly, the Client agrees LEADFIT GLOBAL LTD may have
served, may currently be serving or may in the future serve other
clients whose interests may be adverse to those of the Client.

12.    Non-Solicitation

During the Term and for the period of one year thereafter, both
parties agree not to solicit for employment, employ or otherwise
engage the service of any consultant or other professional or
managerial level employee who is employed by the other party and was
involved with the Services (or assist any third party in doing so).

13.    Faculty Replacement

In the event that LEADFIT GLOBAL LTD faculty is unable to attend any
session or to continue coaching at all, LEADFIT GLOBAL LTD shall use
its best endeavours to provide suitable and experienced faculty by way
of a replacement as soon as practicable and shall where practicable
consult the Client on any such appointment.

14.    Limitation of Liability & Insurance

1. 14.1  LEADFIT GLOBAL LTD shall not be liable to the Client, whether
in contract, tort (including negligence), for breach of statutory
duty, or otherwise, arising under or in connection with these Terms of
Use for: (i) loss of profits; (ii) loss of sales or business; (iii)
loss of agreements or contracts; (iv) loss of anticipated savings; (v)
loss of use or corruption of software, data or information; (vi) loss
of or damage to goodwill; and (vii) any indirect or consequential
loss.

2. 14.2  LEADFIT GLOBAL LTD’s total liability to the Client, whether
in contract, tort (including negligence), breach of statutory duty or
otherwise, arising under or in connection with these Terms of Use
shall be limited to the total Fees paid or payable to LEADFIT GLOBAL
LTD under these Terms of Use.

3. 14.3  Nothing contained in these Terms of Use shall limit or
exclude any liability for death or personal injury caused negligence,
fraud or fraudulent misrepresentation or any other liability that
cannot be limited or excluded by law.

4. 14.4  LEADFIT GLOBAL LTD shall ensure that all of its employees
performing the Services have the necessary professional liability
insurance cover (to include liability cover and cover for the costs of
any postponement or cancellation).

15.    Dispute Resolution

dispute or claim so arising, the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.

Variation: No variation of these Terms of Use – including this clause
– shall be effective unless it is in writing and signed by both
parties (or their authorised representatives).

Waiver: A waiver of any right or remedy under these Terms of Use or by
law is only effective if given in writing and shall not be deemed a
waiver of any subsequent breach or default or the waiver of any other
term or condition herein.

Severance: In the event that any provision or part-provision of these
Terms of Use shall be held invalid, unenforceable or illegal, it shall
be deemed modified to the minimum extent necessary to make it valid,
enforceable and legal. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted. In the
event of such modification or deletion, the remaining provisions and
part-provisions shall continue in force and effect and shall in all
respects be binding on the parties.

Writing: Any reference to “writing” or “written” in these Terms of Use
shall include email.

Entire Terms of Use: These Terms of Use contain the entire
understanding of the parties with respect to the subject matter
contained herein, superseding all prior agreements, understandings and
negotiations with respect to such matters.

Successors: These Terms of Use shall be binding upon and inure to the
benefit of the parties’ respective successors.

Survival of termination: The obligations of the parties under these
Terms of Use that by their nature continue beyond the termination of
these Terms of Use, including confidentiality obligations, shall
survive termination or expiry of these Terms of Use.

Force Majeure: Neither party shall have any liability for any failure
or delay in performance of its obligations under these Terms of Use
because of circumstances beyond its reasonable control, including,
without limitation, acts of God, fires, floods, earthquakes, acts of
war or terrorism, civil disturbances, sabotage, accidents, unusually
severe weather, governmental actions, power failures, computer/
network viruses that are not preventable through generally available
retail products, catastrophic hardware failures or attacks on its
server.

Third Parties: There are no third party beneficiaries with respect to
these Terms of Use.

Schedule 1

In this document, capitalised terms shall have the following meaning:

“Cancellation”

“Commencement Date” “Confidential Information”

“Expenses” “Fees”
“Force Majeure”

“LEADFIT GLOBAL LTD IP” “Order”

“Participant”

“PDP Services”

means the Participant or Client withdraws and does not participate in
the Programme at any stage or leaves before the end of the Programme.

means the date on which the Programme is due to commence.

means any confidential or proprietary information (however recorded or
preserved) of the disclosing party, its parent, affiliates, or
subsidiaries such as, without limitation, any development, sales,
financial or accounting procedures, accounts, reports, operations,
computer programs, software and databases, customer and supplier
information, customer lists, market and pricing information, business
know-how, techniques, methods, business plans, trade secrets, any and
all information regarding the disclosing party’s business or how the
disclosing party does business, or any other property or commercial
information belonging to the disclosing party, whether or not marked
as confidential.

shall refer to those items which are permitted expenses pursuant to
the Letter of Agreement for which the Client shall reimburse LEADFIT
GLOBAL LTD.

shall refer to the fees payable by the Client for the Services,
specified in an Order and/or the Letter of Agreement.

means any cause beyond LEADFIT GLOBAL LTD’s control such as, but not
limited to, acts of God, fires, floods, earthquakes, storms,
explosions, epidemics, quarantine, sabotage, riot, civil commotion,
and delivery delays by sub- contractors.

means Intellectual Property rights owned by or licensed to LEADFIT GLOBAL LTD.

means the order form which LEADFIT GLOBAL LTD provides to the Client
in order for the Client to order the Services;

means the individual who has applied to participate in a Programme and
that LEADFIT GLOBAL LTD has accepted into a Programme by providing
written confirmation to Client.

means LEADFIT GLOBAL LTD’s professional development and leadership
programmes, whether provided to an individual or a group of
individuals in a class

“Reseller”

“Services”

“Survey Services” “Term”

“Tuition Fee”

room setting, as amended from time to time and as detailed on the
Website at  www.leadfitglobal.org/pages/programmes.

means a professional development and leadership programme that LEADFIT
GLOBAL LTD provides as part of the PDP Services which the Participant
attends, as more particularly described in the Letter of Agreement
and/or an Order.

means a Client who has been approved by LEADFIT GLOBAL LTD to resell
the Survey Services to its end users, pursuant to clause 8 and as
specified in an Order or in the Letter of Agreement.

shall refer to the services to be performed by LEADFIT GLOBAL LTD,
specifically the Survey Services and/or the PDP Services, or any other
services provided by LEADFIT GLOBAL LTD from time to time, and as
specified in an Order and/or the Letter of Agreement.

shall mean the leadership development tools which LEADFIT GLOBAL LTD
provides from time to time, as detailed on the Website at
https://www.leadfitglobal.org

shall refer to the period between the start date and end date during
which the Services are to be performed (including the length and
number of particular sessions (if applicable)), as more particularly
described in an Order and/or the Letter of Agreement.

means the fees payable by the Client to LEADFIT GLOBAL LTD in relation
to the Participant’s participation in the Programme.