These terms tell you who we are, how we will provide courses to you, how you and we may change or end the contract, what to do if there is a problem and other important information (“Terms”).
We are The Positive Birth Company Ltd with company number 10333962 of Office 3 The Byre, Berry Pomeroy, Totnes, Devon, United Kingdom, TQ9 6LH (“The Positive Birth Company", “us”, “we” or “our” in these Terms)
1. THESE TERMS
1.1 The following definitions and words shown in bold throughout shall apply to these Terms:
an account set up by you (as instructed by The Positive Birth Company and/or the Course Platform) for the purposes of accessing a selected Course.
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
the individual who is your nominated birth partner (if applicable).
the course(s) purchased by you on the Website. The available courses include those advertised on our Website, including but not limited to: The Pregnancy Pack, The Hypnobirthing Pack, The Postpartum Pack, The Early Years Pack and The Trying to Conceive (TTC) Pack, or as otherwise varied or made available by us. The courses shall be provided via the Course Platform or any other medium elected by The Positive Birth Company from time to time.
any and all non-downloadable documents, content, videos, tutorials, video calls and course materials made available to you by The Positive Birth Company online which relates to the Course.
The Course Content and Downloadable Content.
the third-party platform/s used by The Positive Birth Company to provide or facilitate the Course(s), including but not limited to Teachable (https://teachable.com) or any other third party app, platform or website notified by The Positive Birth Company from time to time.
Data Protection Laws
all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation; the Data Protection Act 2018; the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications regulations 2003 (SI 2003/2426) as amended.
any and all documents, content and course materials made available to you by The Positive Birth Company which are specified by us as available to download during the Term.
starting from the date the Course is purchased by you, the time limit specified by us in the applicable Course FAQs or as otherwise notified to you by us.
our private Facebook group (and any other social media platform group run by us) which you may be invited to and/or permitted to access upon purchasing a Course.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the price payable by you to gain access to the Course(s) as outlined on our Website at the time of purchase.
a pricing plan to split payments for the Course(s)
the data input by you, your Birth Partner or The Positive Birth Company on your behalf for the purpose of benefitting from the Course or facilitating your use of the Course, together with all data arising from your use of the same.
includes any malicious code, trojan, worm and virus, lock, authorisation key or similar device that impairs or could impair the operation of the Course.
https://thepositivebirthcompany.co.uk/ and/or such other website notified to you by The Positive Birth Company.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted and includes all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words
1.7 Words written in italics are purely for explanatory and illustrative purposes and do not form part of the Agreement.
2.2 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address you provided to us with your order or the one linked to your Account.
3. OUR CONTRACT WITH YOU
3.1 Age restriction. You must be at least 18 years of age to purchase and access a Course and to use the Course Platform. If we become aware that you are under 18 years of age, we may revoke your access to the Course with immediate effect.
3.2 How we will accept your order. Upon your purchase of the Course, our acceptance of your order will take place when our Course Platform automatically emails you on our behalf with a link to set up your Account; at which point a contract will come into existence between you and us. . Please follow the Course Platform’s instructions, if applicable, to set up an Account and access the Course.
3.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the Course. We reserve the full right to decline your order (or any part of it) and refund the Purchase Price. This might be because the Course is unavailable, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Course or for any other reason.
3.4 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.5 Despite our best endeavours, we do not warrant that use of the Website or Course Platform will be uninterrupted, error-free, timely, secure, free from vulnerabilities or viruses.
3.6 The Course and Course Content shall be available for you to access for the Duration; at the end of the Duration, your access to the Course and Course Content shall be withdrawn. However, at the end of the Duration, you may continue to use the Downloadable Content for your own private use within the parameters of this Agreement, particularly clause 9.
4. YOUR PRIVACY
4.2 You agree to provide reasonable assistance to us as is necessary to enable us to comply with rights of personal data subjects and to respond to any other queries or complaints from individuals, e.g., the rectification, erasure, transfer or blocking of that individual’s personal data.
5. OUR COURSES
5.1 Courses may vary slightly from their appearance and description. The images, content and description of the Course on our Website are for illustrative purposes only. Although we have made every effort to display and detail the features and content accurately, we cannot guarantee that a Course will appear or have the same functionality on all devices.
5.2 Use of the Courses. You must not share or re-sell the Course for commercial gain and accept that the Course is solely for your own private use. Please see YOUR OBLIGATIONS & COURSE RESTRICTIONS for more information about how you can and cannot use the Courses. Please consult our FAQs for more information about our offerings.
5.3 Availability of Courses. If a Course becomes unavailable after you have purchased a Course from us, we will refund the Purchase Price for that Course, or we may offer you an alternative Course.
5.4 Prices may vary. We may change the price of any Course on the Website at any time.
5.5 We are not healthcare professionals. You understand that the Courses should not be interpreted or replace medical advice and/or health care. Please ensure that you continue to follow the advice of your GP.
6. ACCESSING THE COURSE
6.1.1 a non-exclusive, non-transferable, terminable right to access and use the Course and Course Content solely for your own personal use and for the duration of the Term only;
6.1.2 a non-exclusive, non-transferable, terminable right to access and use the Downloadable Content solely for your personal use. Such licence shall continue after the expiration of the Duration; and
6.1.3 permission for your Birth Partner to access the Course solely to support you through the Course (but not for your Birth Partner’s own use) and in such circumstances, you must ensure that your Birth Partner complies with clause 8, save for 8.1.2.
6.2 To access a Course, you must (and acknowledge that it is your responsibility to):
6.2.1 follow any instructions given to you by us or the Course Platform, including but not limited to confirming your email address via the link provided and inputting your details into the Course Platform as directed;
6.2.2 have paid the applicable Purchase Price or have entered in to one of our Payment Plans;
6.2.3 create and activate your Account on the Course Platform to access the selected Course;
6.2.4 create an acceptable secure password and username to access the Course on the Course Platform (it is your responsibility to ensure that this password is secure); and
6.2.5 ensure that you are correctly set up on the Course Platform and have sufficient internet connection to access the Course.
6.3 The Positive Birth Company is not responsible for any delays where such delay is caused by you or the Course Platform.
6.4 The Positive Birth Company is not responsible for any inaccuracies or errors made by you or the Course Platform.
6.5.1 change any technology used to deliver the Course, including the Course Platform, provided that this has no adverse effect on the Course; and
6.5.2 update, modify, remove or otherwise change some or all of the Course Materials.
6.6 The Positive Birth Company will deliver the Course with all reasonable skill and care and in accordance with the provisions of this Agreement.
6.8 In order to fully benefit from all aspects and offerings of the Course, you may be required to use third party platforms; it is your responsibility to obtain access to and to comply with the terms and conditions of such platforms. We are not liable whatsoever for instances where you are unable to utilise a Course offering because you cannot or are unwilling to use a third party platform.
You understand that we (and our licensors as the case may be) retain all Intellectual Property Rights in the Course, including the Course Materials.
8. YOUR OBLIGATIONS & COURSE RESTRICTIONS
8.1 You shall:
8.1.1 provide all necessary co-operation and assistance to The Positive Birth Company, the Course Platform and/or any third party contractor specified by The Positive Birth Company in respect of the provision of the Course;
8.1.2 be liable for the Purchase Price including where you have not utilised all of a Course (subject to clause 14.3);
8.1.4 comply with the requirements of the Course Platform, including any terms and conditions as made available to you; and
8.2 You shall not:
8.2.1 share passwords and/or log in details;
8.2.2 share your Account with anyone except your Birth Partner - in no other circumstances do multiple individuals make up or constitute one individual or account-holder;
8.2.3 download, screen-record, screenshot or otherwise attempt to lift the Course Content from the Course Platform, except where permitted by us;
8.2.4 access the Course or Course Materials in bad faith; or
8.2.5 copy or provide the Course or Course Materials directly or indirectly to third parties, or to competitors of The Positive Birth Company’s business.
8.3 You shall permit The Positive Birth Company to audit the Course Platform and Service Data in order for us to:
8.3.1 establish the identity and verify that each Account is only being used by one individual; and/or
8.3.2 to assess and improve the Course(s).
Such audits will be conducted at The Positive Birth Company’s expense, in such a manner as not to substantially interfere with your access and use of the Course.
8.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Course and, in the event of any such unauthorised access or use, promptly notify The Positive Birth Company of the same.
8.5 The Positive Birth Company reserves the right to introduce alternative and/or additional security and/or authorisation methods in the future.
8.6 You hereby grant authority to The Positive Birth Company to enter into any required agreements with third parties necessary for the provision of the Course.
8.7 You shall grant The Positive Birth Company a fully paid-up, royalty-free, perpetual, irrevocable, worldwide licence to use the Service Data for the purpose of delivering the Course, improving and developing its provision, analysis and any other purpose The Positive Birth Company sees fit.
9.1 Where you access the Course Platform, use the Course or leave feedback, make comments, submit reviews or post content within the Course Platform, on our Website, within the Facebook Group or by other means at our request, you must not in any event:
9.1.1 act unlawfully or fraudulently, have any unlawful or fraudulent effect, or serve an unlawful purpose including terrorism or extremism, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
9.1.2 facilitate illegal activity;
9.1.3 breach any applicable local, national or international law or regulation;
9.1.4 depict sexually explicit images or literature;
9.1.5 harm or attempt to harm minors and / or vulnerable persons;
9.1.6 promote unlawful violence, intimidation or bullying;
9.1.7 be uncivil or disrespectful towards others;
9.1.8 attempt to gather personal information about anyone else, except where permitted;
9.1.9 use the Course Platform, our Website or the Facebook Group for any purpose other than as permitted by us or the relevant third party provider;
9.1.10 transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
9.1.11 knowingly or negligently transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programme or similar computer code designed to adversely affect or compromise in any other way the operation of any computer software, hardware or networked system;
9.1.12 invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
9.1.13 upload information that is inaccurate or not genuinely held;
9.1.14 impersonate any person or organisation, or misrepresent your identity or affiliation with any person;
9.1.15 give the impression that materials emanate from The Positive Birth Company or a third party used by The Positive Birth Company, when this is not the case;
9.1.16 infringe Intellectual Property Rights;
9.1.17 discriminate based on race, gender, age, colour, religious belief, sexual orientation, disability; or
9.1.18 act illegally or cause damage or injury to any person or property.
The Positive Birth Company reserves the right, without liability or prejudice to its other rights, to remove such material and disable your access to the Website, Course Platform and/or Facebook Group. We also reserve the right to take any other action as is deemed appropriate in the circumstances, including, disclosing such information to relevant third parties including law enforcement authorities, and taking legal action against you.
9.2 Except as specifically allowed for by law or within these Terms, you shall not, (and shall not attempt to);
9.2.1 copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Course and/or Course Materials in any form or by any means; or
9.2.2 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Course, Course Platform and/or Course Materials; or
9.2.3 access all or any part of the Course, Course Platform and/or Course Materials in order to build a product or service which competes with us; or
9.2.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Course, Course Materials and/or Course Platform available to any third party; or
9.2.5 attempt to obtain, or assist third parties in obtaining, access to the Course, Course Materials and/or Course Platform; or
9.2.6 perform stress tests or similar load testing.
9.3 You must not:
9.3.1 infringe our Intellectual Property Rights, including those arising in the Course, the Course Materials or those of any third party, including but not limited to the Course Platform, in relation to use of the Course;
9.3.2 use our Intellectual Property Rights, other than as permitted under these Terms, without the prior written consent of The Positive Birth Company;
9.3.3 use the Intellectual Property Rights of the Course Platform, other than as permitted under the terms and conditions of the Course Platform, without the prior written consent of the Course Platform;
9.3.4 permit any third party to infringe our Intellectual Property Rights or those of any third party in relation to their use of the Course;
9.3.5 use the Course or Course Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
9.3.6 collect or harvest any information or data from the Course, Course Materials, our systems or the Course Platform or attempt to decipher any transmissions to or from the servers.
9.4 Please note that the Course Platform is a third-party provider with its own terms and conditions, and you may be removed from the Course without notice if you do not comply with the same. It is recommended that you ensure you are familiar with any applicable third-party terms before using the Course Platform.
10. FACEBOOK GROUP
10.1 Upon purchasing the Course, you will be invited to join a Facebook Group for your selected Course, or any other social media platform group we make available from time to time.
10.2 You may access the Facebook Group by clicking the link provided within the Course Platform and requesting to join. You may be required to enter a passcode, which will be provided to you within or via the Course Platform.
10.3 The Facebook Group is a private group and your request to enter the group will be accepted or rejected solely at our discretion.
10.4 The purpose of the Facebook Group is to share positive birth stories and to be a place of inspiration and encouragement. You must not discuss trauma, pain, or negative experiences within this group. Please visit our Website for support and resources relating to birth trauma: https://thepositivebirthcompany.co.uk/birth-trauma-resources.
10.5 You acknowledge and accept that you must comply with any group rules notified to you upon joining the Facebook Group and as updated from time to time. Failure to comply with these rules may result in your post being removed and/or your removal from the group at our sole discretion.
10.6 When using the Facebook Group, you must comply with Facebook’s community standards and/or any other applicable social media rules and standards.
10.7 You must not misuse content that is shared within the Facebook Group. The Facebook Group is a safe space and we do not tolerate bullying, harassment or misuse of other group member’s or person’s content. We may remove you from the Facebook Group at any time if we deem it appropriate.
10.8 You acknowledge that we are not responsible or liable for any misuse of your content by group members or third parties once you share it in the Facebook Group.
10.9 You acknowledge that The Positive Birth Company shall not be responsible for any third-party sites which are used to host the Facebook Group, including but not limited to any instances of hacking or other security or data breaches.
10.10 Please note that the Facebook Group is intended to be a private, safe space and we will only use, share or re-post the content you upload within the Facebook Group where you have given us your permission to do so. For the avoidance of doubt, we will contact you directly to obtain such permission.
10.11 If you consent to The Positive Birth Company using your Facebook Group content, upon notifying us of such consent you will, at that time, grant The Positive Birth Company a fully paid-up, royalty-free, perpetual, revocable, worldwide licence to use and to re-post that content on our agreed social media channels.
Explainer: Clause 10.9 means that, if you consent to us using your content, you are granting us permission (a ‘licence’) to use your content for sharing on our social media channels. This may result in your content being featured on our public social media sites. Please note, however, that you can revoke your permission at any time – but that it is not our responsibility if other people share that content beyond the group. If you wish to revoke your permission for us to use your content, or if you have any concerns, please contact us.
10.12 You acknowledge that The Positive Birth Company may close the Facebook Group at any time and for any reason without notice.
10.13 For the avoidance of doubt these Terms apply to your use of the Facebook Group, and in particular any content submitted must be in accordance with clause 9.
10.14 For any queries relating to your use or access to the Facebook Group, please contact us at [email protected].
11. YOUR RIGHTS TO SWITCH COURSES
If you wish to switch to a different course please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the Purchase Price and anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
12. OUR RIGHTS TO MAKE CHANGES
12.1 We may change the Course:
12.1.1 to reflect changes in relevant laws and regulatory requirements; and/or
12.1.2 due to the actions of our suppliers and/or licensors;
12.1.3 to improve and update the content of the Course; and/or
12.1.4 to implement minor technical adjustments and improvements.
These changes should not affect your use of the Course.
12.2 Please note the Course Platform provider may make improvements and/or changes to the platform at any time which may affect the features and functionality of the Course; we have no control over such changes.
12.3 We may withdraw access to the Course on the Course Platform at any time.
13. THIRD PARTY WEBSITES
14.1 You may receive a full refund if you have accessed under 20% of the content of the relevant Course and submitted your refund request within 14 days of purchase. In such circumstances we would ask for your feedback to help inform any future improvements we make to the course. Please note that we do not offer refunds on our group courses.
14.2 If you purchase a Course which is later offered at a discounted price, you shall not be permitted to end the contract for the purposes of repurchasing the Course at a discounted price.
14.3 Please consult our Refund Policy for more details, but please note that these Terms take precedence.
15. EVENTS OUTSIDE OUR CONTROL
15.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order or local authority guidance (including free movement of goods and people), rule, regulation or direction, accident, adverse weather, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, outbreak of infectious disease, denial of service attack, cyber-attack, or default of the Course Platform, suppliers or sub-contractors (“Event Outside our Control”), provided that you are notified of such an event and its expected duration. In the case of an Event Outside our Control, we reserve the right to cancel any order made without incurring any liability to you.
16. OUR RIGHTS TO END THE CONTRACT
16.1 Your access to the Course and Course Content shall terminate at the end of the Duration
For example, if you purchase the Hypnobirthing Pack, you will have unlimited access to the course for 12 months. After the expiry of the 12-month term, your access to the course shall be withdrawn, however you may keep any downloadable material which you have downloaded during the 12-month period for your own private use.
16.2 Please note that it is your responsibility to view and make use of the Course. Our rights to end the contract will not be affected by whether or not you have accessed the Course.
This means that if the 12-month term expires and you have not started and/or finished the course, you will not be able to access the platform to access the unused content. Please therefore ensure you make full use of the course before the end of the term.
16.3 We may write to you to let you know that we are going to stop providing any of the Course(s) purchased by you (or any aspect of the same).
16.4 We may terminate your access to the Course immediately without notice if you breach these Terms, including but not limited to if you:
16.4.1 use the Course and/or Course Materials for a commercial purpose or for any purpose not expressly permitted by these Terms;
16.4.2 breach the terms and conditions of the Course Platform; and/or
16.4.3 breach clause 8 and/or clause 9.
16.4.4 if we are unable to collect full payment of the Purchase Price under one of our Payment Plans.
16.5 On expiry or termination of these Terms for any reason:
16.5.1 all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Course; and
16.5.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
17. IF THERE IS A PROBLEM WITH THE COURSE
17.1 How to tell us about problems. If you have any questions or complaints about your order or the Course, please contact us. You can write to us at [email protected].
17.2 Please note we are not responsible or liable for the uptime availability of the Course Platform. Please contact the Course Platform in the first instance if you experience any technological issues when using the Course Platform.
17.3 Nothing in these terms will affect your statutory rights.
18. PRICE AND PAYMENT
18.1 Where to find the price for the Course. The price of the Course (which includes any applicable VAT) will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of the Course advised to you is correct. However please see clause 18.3 for what happens if we discover an error in the price of the Course you order.
18.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we provide the Course, we will adjust the rate of VAT that you pay, unless you have already paid for the Course in full before the change in the rate of VAT takes effect.
18.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, a Course may be incorrectly priced or charged. We will normally check prices before accepting your order so that, where the Course’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Course’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any materials provided to you.
18.4 When you must pay and how you must pay. You must use one of the available payment means on the Website to pay for your order. You must pay the Purchase Price to place an order with us. We are not responsible or liable for third party payment providers, and by electing to use a payment provider, you do so at your own risk.
18.5 Payment plans. If you opt to use one of our Payment Plans, you will be charged 50% of the Purchase Price on order, and the second 50% will be collected a month after your enrollment date. If the payment fails, we will try to collect payment 3 more times - on the 3rd, 7th and 14th day after the first attempt. If you do not update your credit/debit card information within this time for a successful payment, then you will be automatically unenrolled from the course. You will receive a receipt after you are charged.
19.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees or agents; for fraud or fraudulent misrepresentation.
19.2 You understand that the Course is designed to provide insights and share stories, experiences and practices. The Course does not constitute or provide medical advice, therapy or treatment. For any health-related questions, please contact an appropriate medical professional such as your GP.
19.3 In accordance with clause 19.1, The Positive Birth Company does not provide any warranties that purchasing a Course shall improve, elevate or relieve any symptoms or improve pregnancy or chances of conception. We do not guarantee or warrant a stress-free or trauma-free conception, pregnancy, birth or postpartum experience. We are not liable for any changes, illnesses or conditions which relate to any stage in the procreation or postpartum process, including miscarriage or still-birth.
19.4 We only supply the Course for domestic and private use. You are not permitted to use the Course for any commercial, business or re-sale purpose and we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
19.5 We shall not be liable for any loss or damage suffered by you where this is caused by the act or omission of the Course Platform, including where any technological or other issues with the Course Platform interfere with your use of and/or access to the Course. This includes any loss or damage suffered by virtue of any virus or other malicious computer code.
19.6 All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
19.7 Subject to clause 19.1, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any depletion of goodwill or for any special, indirect or consequential loss, loss of and/or damage to a Course, costs, damages, charges or expenses however arising under these Terms. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.
19.8 In any event our total liability shall be limited to the total revenue generated by us in relation to your order under which a claim is brought.
19.9 From time to time, we may need to undertake maintenance on the Website, during which time, the entire Website or some functionalities may be unavailable and we have no liability for any such event.
You shall indemnify The Positive Birth Company against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss or reputation, loss of data, loss of business and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by The Positive Birth Company arising out of or in connection with your breach of these terms.
If there is an inconsistency between any of the provisions in the main body of the terms and any instructions provided by us or within any policies provided or referred to by us, the provisions in the terms shall prevail, unless otherwise notified to you by us in writing.
22. OTHER IMPORTANT TERMS
22.1 We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
22.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
22.3 Nobody else has any rights under these Terms. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.4 Nothing in these Terms is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22.5 If a court finds part of these Terms illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
22.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
22.7 If a dispute arises between us and you, we strongly encourage you to first contact us directly to seek a resolution by contacting [email protected]. Our service is available free of charge to submit complaints and other inquiries. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. This does not affect the validity of clause 22.8 which remains in full force.
22.8 Which laws apply to this contract and where you may bring legal proceedings. The validity, construction and performance of the Terms shall be governed exclusively by English law. In the event that legal proceedings are initiated by you against us in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, the courts of England and Wales shall have exclusive jurisdiction to settle such dispute or claim. Where legal proceedings are initiated by us against you in relation to a claim or dispute arising out of or in connection with these Terms or any non-contractual obligations arising between the parties, we may in its sole discretion commence proceedings in the courts of any jurisdiction it may choose against you. Legal proceedings brought by us in any one or more jurisdictions shall not preclude legal proceedings by us in any other jurisdiction, whether by way of substantive action, ancillary relief, enforcement or otherwise.