Terms & Conditions

The following Terms and Conditions govern use by all persons of any and all of the Shifties Ltd materials, products, events, services and websites. Please read the following carefully because by accessing our website(s), content, events, services or products you are agreeing to abide by these Terms and Conditions of Use. We may modify any of these terms and conditions at any time by providing notice on our website. Your continued use of or access to our website(s), materials, products and services shall be conclusively deemed acceptance of these terms and conditions and any subsequent modification. We are committed to protecting your data and to complying fully with the terms of GDPR 2018. We will not sell, share, or rent your data to any third party.  

1. DEFINITIONS

You or Your	refers to the member/client or You as the Director/Agent of the business: By accessing the Site you are deemed to have accepted these terms.
Us, We, or Our:	Shifties Limited incorporated and registered in England. You can contact us via email at hello@shifties.co.uk or by writing to us at Momentum Hub, Cross Keys Mews, St Neots, Cambridgeshire, PE19 2AR
Agreement:	the terms and conditions set out in this document, any variations agreed between us and any additional terms notified before use of the Services.
Intellectual Property Rights:	These rights include, without limitation, patents, trademarks, trade names, design rights, copyright (including rights in computer software), database rights, rights in tool kit and other intellectual property rights, in each case whether registered or unregistered, which may subsist anywhere in the world.
Subscription:	the term we use to describe the services you have purchased from us
Services:	includes hosting services and provision of tool kit, as the context requires, that we provide to allow you to access and use the material, information, content and tool kit.
Software:	The software provided by us or by our suppliers which enables you to use the Services, including data schemas, data models, databases and the like.
Subscriber Data:	The data input by you, or given to us by you, as a Contributor or  Member
Subscription Fee:	The subscription fee for any and all of the Services we provide to you.
Subscription Period:	The period in respect of which a Subscription Fee is payable for any Service.  (Minimum of 3 months.)

2. SUBSCRIPTIONS
   • You can subscribe to any of our services by registering online via our website by using our online ordering process.
   • Subscriptions include, but are not limited to:
     • Contributor
   • We will send you written email confirmation of your order and where appropriate. A link to these terms and conditions will be included in the email we send to you. Your use of, or access to materials, products, and services that form part of the subscription you have purchased, shall be conclusively deemed acceptance of these terms and conditions and any subsequent modification until such time as you have exercised your rights to terminate the service in line with the termination clauses set out in Clause 10 of these terms and conditions.
   • Terms relating to the Payment of your subscription are set out in Clause 7 of these terms and conditions.

3. AUTHORITY AND LICENCE
   • We authorise you to have access to our content and materials in accordance with your chosen Subscription option and for which You may agree to pay us the Subscription Fee.
   • This Agreement (including the licences hereunder) starts on the Start Date of your subscription and ends on the first of the following events
     • the end of the Subscription Notice Period (unless terminated otherwise in accordance with these terms and conditions); or termination of this Agreement (again, in compliance with these terms and conditions)
     • For the avoidance of doubt, the start date of your subscription commences on the date of purchase unless otherwise stated in the Clause specific to the service you purchased found within these terms and conditions.
     • We hereby grant you on the basis of these terms and conditions a non-exclusive, non-transferable licence to access our material and content solely for your business purposes (and for the avoidance of doubt, nothing in these terms grants to you any rights whatsoever in or relating to the source code of the Software or any Intellectual Property Rights).
   • We confirm that we have all the rights in relation to the software, material and content that are necessary to grant all the rights we purport to grant under these terms and conditions.
   • You may search, view, copy and print out material from our website(s) for your own business purposes only. You may not re-package or re-sell the content or information in any format without prior written agreement from us.

4. YOUR OBLIGATIONS
   • You will comply with the terms of use of the Services in this Agreement and do not copy, distribute, transmit or otherwise reproduce, sell or resell any of our content or material from any of our websites or other sources; store such material in any form or medium in a retrieval system; or transmit such material, directly or indirectly, for use in any paid service such as document delivery or list serve, or for use by any information brokerage or for systematic distribution, whether or not for commercial or non-profit use or for a fee or free of charge.
   • You will take reasonable steps to ensure that nobody other than you has access to the tool kit or Services using accounts created with Your username and password.
   • You acknowledge and agree that we and our licensors own all Intellectual Property Rights in the Software, the content, the tool kit and the Services. Except as expressly stated in this Agreement, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, tool kit, Services or any related documentation
   • You are solely responsible for the appropriate use and adaption of our tool kit for your own use.
   • You recognise and accept that in our tool kit we are not providing professional advice (e.g. such as would be given by a solicitors’ firm or accountant). You must ensure that you seek independent professional advice before implementing any tool kit.
   • If your subscription requires us to work within your business or personal online accounts, in agreeing to these terms and conditions, you are confirming that you have the right to provide us with, and are allowing us to access, operate and manage the specific element of that account relevant to the subscription you have purchased. You agree to indemnify and hold us harmless from all third-party claims, liabilities, damages and expenses arising from breach or representation, any content or services linked to you and/or any of your business activities not arising from our acts or omissions.
   • You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. You should use your own virus protection software.
   • By submitting your personal information to us or our agents, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information in accordance with our privacy policy which is available on our website.
   • In the event that we provide links to third-party websites, we disclaim all responsibility and liability for the content of such third-party websites. You assume the sole responsibility for the accessing of third-party websites and the use of any content appearing on such websites.

5. OUR OBLIGATIONS, GUARANTIES & WARRANTIES
   • The content provided and delivered to you has been developed from our experience and expertise. However, we do not give any guarantee or promises or warranty with regard to the results, sales or profits that you will see from putting into practice the techniques and strategies that we teach or support you to implement. Lots of factors will impact the results you get including the time and effort put in, your experience, skills and reputation.
   • You agree that the decision to purchase your Subscription has been taken solely on the basis of your personal judgement and that no representation, warranty, inducement or promise, express or implied, has been made by Shifties Ltd or relied upon by you in purchasing the Subscription.
   • No oral or written information or advice given by any of our team will supersede this agreement. You assume sole responsibility for results obtained from the use of our content and for conclusions drawn from such use.
   • We shall have no liability for any damage caused by errors or omissions in any information, instructions, scripts or materials provided by you in connection with the Services, or any actions taken by us at your direction; and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
   • We warrant that you will not infringe any third party intellectual property rights by using the material and tool kit provided and we will indemnify you against losses, costs or expenses You may incur as a result of any claim that the use by you of the tool kit and material infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made. This warranty and indemnity are unlimited.
   • We will take reasonable steps to ensure that Software and data files we supply to you as part of the Service are virus-free. However, You should use your own virus protection software and cyber security arrangements.
   • We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration, or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
   • We will use our best endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours. However, we assume no liability for any losses you may suffer because of any downtime and the Subscription Fee is non-refundable. Any guarantees offered by us for specific products are set out in Clause 15.

6. LIMITATION OF LIABILITY
   • Our company, or any member of our team, will not be liable to you, or any other entity, for actions taken in good faith, unless fraud, gross negligence or wilful misconduct is determined.
   • We are not liable for any delay or failure in the performance of any of the services or for any loss due to any cause beyond our reasonable control.
   • We will not be liable for any amount in connection with this agreement in excess of the amount paid to us in Monthly Fees during the three-month period prior to the date the action arose.
   • Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
   • Subject to Clause 6.1 – 6.4 and Clause 16:
     • We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect, or consequential loss costs, damages, charges or expenses however arising; and
   • Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Subscription Fee during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
   • We shall have no liability for the performance of any businesses other than Shifties Ltd. Any other businesses featured or mentioned on our websites or in our materials are used at your own risk and you should do your own due diligence before entering into any arrangements or contracts with them. Just because a business is a member of Shifties Ltd for instance, does not mean that they are any good or that they maintain the same high values and ethics as we do.
   • We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, or inclement weather conditions.

7. CHARGES AND PAYMENT
   • The Subscription Fee will depend on which Subscription Option you choose. The prices for each Subscription Option are as set out at the point of sale for that Subscription or on our website from time to time.
   • Payment is due at the point of sale and, where appropriate by monthly direct debit payment thereafter.
   • Should you choose to cancel your subscription before the end of the Subscription Period, you are still liable to pay the Subscription Fee in full. We do not give, and you are not entitled to receive, any pro-rata refunds. Please refer to Clause 9 – for information about cancelling your Subscription.
   • Should any Direct Debit/Credit Card payments be returned unpaid you will incur an additional charge of £10 +VAT per payment to cover the costs of administering and chasing collection.
   • ALL subscriptions will renew automatically at the end of each Subscription Period in line with the specific terms associated with that service/subscription unless agreed otherwise in writing. If you do not want to renew your subscription for another Subscription Period, please contact Us by email at hello@Shifties.co.uk to talk with us about your decision not to renew. Please see Clause 10: termination for more information about how to cancel your subscription.
   • Subject to us receiving such notice from you, your subscription will end on the last day of the Subscription Notice Period. You must tell us if you do not want to renew your subscription before the renewal date as payment for renewals is processed automatically and once processed is non-refundable.

8. LATE PAYMENT
   • Late payment if monthly or annual subscriptions will attract a late payment fee of £10 plus VAT to cover the cost of administration and chasing. In addition, payments which remain more than 15 days overdue will attract an interest charge of 3% per month above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater.

9. CANCELLATION AND NOTICE PERIODS
   • • Membership subscriptions can be cancelled at any time by contacting the Shifties Ltd main office on cancellations@shifties.co.uk    Following discussion with one of our team members, you will be required to provide notice in writing by emailing hello@shifties.co.uk and completing a cancellation request form which we will provide. Notice cannot be accepted verbally.
     • Your subscription will continue until the required length of notice is served
     • Notice periods become effective immediately
     • The length of notice period required to cancel will depend on the type of subscription:
     • Contibutor subscription – 7 working days’ notice of cancellation.
     • Contributor has an initial 3-month commitment
     • Individual Event or Conventions tickets are non-cancellable/non-refundable.
     • No refunds, or pro-rata refunds, are made on any Monthly Subscription Fees paid.
     • Individual event tickets are non-transferable and non-refundable.
     • Subscription Fees must be fully up to date before cancellation can be affected. If Subscription Fees are outstanding or overdue, then they must be paid in full before cancellation can be made. You agree that failure to bring your subscription payments up to date means that your subscription cannot be cancelled and therefore Subscription Fees will continue to accrue.

10. TERMINATION
    • Your Subscription will terminate at the end of your notice period subject to Clause 9 or if you are in material breach of any of these terms and if the breach is not remedied within the period of 20 working days after written notice of it has been given.
    • Notwithstanding clause 10, if payment of the Subscription Fee is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, we reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the rate of 3% per month above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater; and (b) suspend or withdraw access to each relevant Service(s).
    • On termination of this Agreement for any reason
      • all licences granted under this Agreement shall immediately terminate;
        • Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

11. SUBSCRIPTION SPECIFIC CLAUSES
    • If you wish to upgrade to another membership level or change your subscription option, please use the online form to register your interest or email hello@Shifties.co.uk
    • All non-subscription specific clauses are applicable to all subscriptions alongside the relevant subscription specific clause.

12. EVENTS
    • A contributor subscription can only be used to book and gain entry to events by a single named individual, (the ‘Contributor’)
    • All Event Tickets are not transferable to any other individual, business or event and non-refundable. It cannot be ‘shared around’.
    • Livestream and/or recordings must not be downloaded or copied or shared with anyone outside of your business. Breach of this will result in your subscription being terminated with no refund and you may face prosecution for breach of copyright.
    • Shifties Ltd retains the rights to all material shared with you.
    • You may use any such material for the sole purpose of developing and/or furthering the sales and growth of your own business but you cannot share, re-sell, re-purpose or re-distribute any of our content or information to others in any circumstances.
    • Contributors, members and/or any individuals who turn up at events without prior booking or registration will be charged the full ticket price of the event which must be paid before entry. Individuals will be granted to one event only, once the fee is paid, and must become a member to book further events.
    • Contributors who have registered for an event for free may cancel their booking in writing (via email to hello@Shifties.co.uk) at least 7 days before an event you have registered for if you are unable to attend.
    • There is no charge for contributors to cancel a place at any Event providing it is done in writing, as above, at least 7 days before the event is scheduled to take place.
    • Failure to cancel at least 7 days in advance of an Event, will result in the Contributor becoming liable for a Late Cancellation/No Show Fee of the full ticket price of the event. Tickets to events that have been purchased by Members are non-refundable and cannot be cancelled.
    • Late Cancellation / No Show Fees will be charged automatically within 7 days of each Event and must be paid in full before the Contributor is able to attend any future Events.
    • Any Late Cancellation / No Show Fees that are unpaid 28 days after they fall due will result in all access to Shifties Ltd events, livestreams and recordings being suspended until such time as all payments are brought up to date.
    • We will endeavour, and it is our intention, to adhere to the published schedule for all events but we reserve the right to change any aspect of our events at our absolute discretion, including, but not limited to, the celebrities, speakers, the trainers, course content, date and times if necessary. Illness, inclement weather, and other unexpected issues may occasionally result in event rescheduling and/or a different trainer or speaker.
    • No such changes will invalidate your Contributor status nor entitle you to any refund of any kind
    • In addition, we are not liable for consequential costs that you may incur like, for example, any non-refundable hotel or travel costs in the event of any such changes having to be made.

13. FREE TRIALS AND Contributor BURSARYS
    • Your Shifties Ltd membership may start with a free trial or Bursary period where we will pay a proportion, or all, of your monthly fees for a set period of time.
    • The free trial and/or Bursary period lasts for the time specified during sign-up and is intended to allow new contributors to try the service.
    • Eligibility for a free trial or Bursary period is determined at the sole discretion of Shifties Ltd. We may limit eligibility or duration to prevent free trial abuse and reserve the right to revoke your access in the event we determine you are not eligible. We may use information such as device ID, method of payment, email addresses and other means to identify existing or recent members of Shifties Ltd to determine eligibility.
    • Billing: We will charge your Payment Method for your monthly membership fee at the end of your free trial or Bursary period and your membership will automatically renew monthly unless you cancel your membership prior to the end of the free trial period.
    • To avoid payment, you must cancel your membership by completing the Shifties Ltd Cancellation Form no later than 7days prior to the end date of your free trial/Bursary period.
    • Payments will be processed at or around 6am on the end date of your free trial/Bursary period and are non-refundable
    • You can check and confirm your free trial/Bursary period end date at any time by emailing hello@Shifties.co.uk

14. PRODUCTS
    • All purchases of products provide access to that product by the purchaser for the lifetime of that product. We reserve the right to remove products if we deem that they have reached their valid shelf life.

15. SUBSCRIPTION GUARANTEE’S
    • We may from time to time, apply a specific guarantee at the point of sale of specific subscriptions or products. Such guarantees are only applicable to the sale and use of that specific subscription or service.
    • Claims made under the terms related to specific service or product guarantees MUST be made in writing to hello@Shifties.co.uk
    • Any guarantee is invalidated if any due payments are late, missed or returned unpaid.
    • Any refunds made in line with specific Guarantee terms may take up to 7 working days to process.

16. GENERAL PROVISIONS
    • Promotion: We may include your name and logo on our website, social media and general marketing materials related to the services that we provide. We may also share stories of progress as part of our marketing strategy.

• Employees: We both agree to not directly or indirectly employ or solicit for employment any person employed by either company during our relationship or for a period of 6 months after it ends. If violated, the offender agrees to make a lump sum payment within 30 days for 50% of the employee’s current or expected annual salary, whichever is higher.

• CONFIDENTIALITY
  • You acknowledge that our Confidential Information includes all of our content, materials and Software.
  • We acknowledge that the Subscriber Data is your Confidential Information.
  • Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
  • Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in Our case, those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
  • This clause shall survive termination of this Agreement, however arising.

• ASSIGNMENT OF RIGHTS
  • All The Company’s rights under these terms may be assigned, transferred or otherwise dealt with by the Company and will inure to the benefit of the Shifties Ltd successors and assignees.
  • You may not, without our prior written consent, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of your rights or obligations
  • If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply.
  • These terms and conditions represent the full agreement between the parties and replaces and/or supersedes anything that precedes it.
  • These Terms and Conditions shall not be amended, modified, varied, or supplemented except in writing on our website.
  • You acknowledge and agree that in entering into your Subscription you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person other than as expressly set out in these terms and conditions.
  • Failure of the Company to enforce any of the provisions set out in these Terms and Conditions or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or any part thereof, or the right thereafter to enforce each and every provision.
  • These terms and conditions shall be governed by the law of England & Wales.
17. DISCLAIMER
    • We give you no warranty or assurance or guarantee of any kind, except as set out in Clause 14. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
    • Our policy is always to conduct our business in a professional manner and to best practice standards. We use our best endeavours to maintain our content and keep the tool kit and materials up to date and to develop our Services to meet subscribers’ needs. We may change part or all of any Service at our discretion.
18. FORCE MAJEURE
    • Shifties Ltd shall not be liable for any failure of, or delay in, the performance of any services or delivery of any of our Events, if such failure or delay is:
    • beyond the reasonable control of Shifties Ltd and/or
    • could not reasonably have been foreseen or provided against
    • Shifties Ltd will not seek excuse under this Clause for failure or delay resulting only from general economic conditions.
1. 1. 18. DISPUTES
          • This agreement is governed by the law of England and Wales. Any dispute that we cannot resolve between us will be decided by independent arbitration whose decision will be binding on us, but not on you. If you are not satisfied with the arbitration decision, you may then go to court.