TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

Note to client: One of the most difficult aspects to successfully growing a business is making sure you
keep your proprietary information and intellectual property protected, while also balancing your culture,
authenticity, and commitment to clients. Ed Reay Consulting Ltd. strives to provide the greatest possible
experience for all our clients and the following agreement outlines some parameters and terms of the
Program.
CONTENTS
____________________________________________________________
CLAUSE
2. Basis of contract 3
3. Supply of Services 4
4. Customer's obligations 4
5. Charges and payment 5
6. Non-Solicitation 6
7. Intellectual property rights 6
8. Data protection 6
9. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE. 7
10. Termination 8
11. Consequences of termination 9
12. General 10

1
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF
CLAUSE 8 (LIMITATION OF LIABILITY).

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:
1 Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
2 Charges: the charges payable by the Customer for the supply of the Services in
accordance with 5.
3 Commencement Date: has the meaning given in 2.2.
4 Conditions: these terms and conditions as amended from time to time in accordance
with 11.5.
5 Confidential Information: information in whatever form (including, without limitation, in
written, oral, visual or electronic form or on any magnetic or optical disk or memory and
wherever located) relating to the Supplier’s business, clients, customers, products,
affairs and finances for the time being confidential to the Supplier and trade secrets
including, without limitation, technical data and know-how relating to the Supplier’s
business or any of its suppliers, clients, customers, agents, distributors, shareholders or
management, whether or not such information (if in anything other than oral form) is
marked confidential.
6 Contract: the contract between the Supplier and the Customer for the supply of Services
in accordance with these Conditions.
7 Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and
the expression change of control shall be construed accordingly.
8 Customer: the person or firm who purchases Services from the Supplier.
9 Customer Default: has the meaning set out in 4.2.
10 Deliverables: Access to following:
10a) Kajabi (course curriculum)
10b) Access to the Client Discord group
10c) Copy review via Google Docs and Loom
11 Note that the Deliverables are fully online and digital. The Deliverables may vary slightly
from the descriptions on the website. The descriptions of the Program and Deliverables
on our website are for illustrative purposes only. Although we have made every effort to
explain our services accurately, we cannot guarantee that the Deliverables will be
exactly what the Customer expects.
12 Intellectual Property Rights: patents, rights to inventions, copyright and related rights,
moral rights, trade marks, business names and domain names, goodwill and the right to
sue for passing off or unfair competition, rights in designs, rights in computer software,
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

2
 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.
13 Program: Discord chat support throughout the 90 days with Ed Reay or with a coach in
addition to the Deliverables. Note that the Customer will have to actively ask questions in
order to receive support.
14 Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the definition of Program.
15 Supplier: Ed Reay Consulting Ltd registered in England and Wales with company
number 14153623.

1.2 Interpretation:
(a) Reference to legislation or a legislative provision:
(i) is a reference to it in force as at the date of this Contract; and
(ii) shall include all subordinate legislation made as at the date of this
Contract under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example
or any similar expression, shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those
terms.
(c) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any
descriptions or illustrations contained in the Supplier's catalogues or brochures, are
issued or published for the sole purpose of giving an approximate idea of the Services
described in them. They shall not form part of the Contract or have any contractual force.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing.

2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a
period of 10 Business Days from its date of issue.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the
description of the Program in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates
specified, but any such dates shall be estimates only and time shall not be of the
essence for performance of the Services.

3
3.3 The Supplier reserves the right to amend the Program if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not materially affect
the nature or quality of the Services, and the Supplier shall notify the Customer in any
such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.

4. Customer's obligations

4.1 The Customer shall:

(a) follow the Program if they want to get results;
(b) co-operate with the Supplier in all matters relating to the Services; and
(c) provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform
any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier
shall have the right to suspend performance of the Services until the Customer
remedies the Customer Default, and to rely on the Customer Default to relieve it
from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier's performance of any of its
obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by
the Customer arising directly or indirectly from the Supplier's failure or delay to
perform any of its obligations as set out in this 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the
Customer Default.

5. Charges and payment

5.1 Charges for the Services is six thousand, eight hundred dollars ($6,800) paid in 3
instalments of $2266.6, 30 days apart.

5.2 The Supplier shall request payment from the Customer and shall also specify a due
date. Payment may be made via credit or debit card, ACH, wire transfer, or through
PayPal.

5.3 If payment fails, the Customer must remedy the situation and provide a valid form of
payment within five (5) calendar days or the Customer may lose access to the
Deliverables.

4
5.4 Once payment has been made, and after the cooling off period, no refunds will be issued
for any reason other than at the Supplier’s discretion.

5.5 The Supplier is authorised to collect the payment due (in full) by collecting on any/all
credit cards that are provided to the Supplier by the Customer.

5.6 The Supplier is not liable to refund any processing or currency exchange fees or any
other fees incurred by the Customer whether through their bank or otherwise.

5.7 The Customer waives the right to dispute any charges incurred through Stripe, PayPal,
their bank or any other channels. Doing so will incur a penalty charge of $500 which will
be deducted from the Customer’s bank automatically.

5.8 The Customer shall not be entitled to refunds under any circumstances after the cooling
off period.

5.9 The Customer may determine which payment method is preferred and is responsible for
informing the Supplier of this preference at least two (2) Business Days prior to the
payment due date since the Supplier’s payment system may automatically charge one of
the cards on file that may not be the Customer’s preferred payment method.

5.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by
law).

6. Consumer rights

6.1 This section will only apply where the Customer has entered into this contract as a
“consumer”. The Customer is a consumer if they are an individual acting for purposes
which are wholly or mainly outside their trade, business, craft or profession.

6.2 If the Customer is a consumer and the parties discussed or agreed this contract online,
the Customer will have an additional legal right under consumer legislation to cancel this
contract within 14 days from the date of this contract (cooling off period). The Customer
can exercise this right within the cooling off period by sending reayedward@gmail.com
an email.

7. If the Customer would like to start the course before the cooling off period ends, please
let the Supplier know; the Supplier requires express instructions to do this. If the
Customer does instruct the Supplier to provide the Deliverables, the Customer can still
cancel the contract during the cooling off period, but will be responsible for the Supplier’s
reasonable fees in respect of any work done and Deliverables provided up to the date
that the Customer informs the Supplier that they wish to cancel the contract.

8. Non-Solicitation

8.1 The Customer agrees with and for the benefit of the Supplier that, during the Program
and for a period of one (1) year after separation from the Program (whether such
separation results from early termination or successful completion), the Customer will not
(except with the prior written consent of the Supplier), directly or indirectly, either as an

5
 individual or as a partner or joint venture or as an employee, sales representative,
principal, consultant, agent, shareholder, officer or director, for any person, firm,
association, organization syndicate, company or corporation, or in any other manner
whatsoever, contact, solicit, or attempt to solicit any of the persons, clients, employees,
companies or institutions with whom the Customer had dealings through the Program:
(a) for the purpose or intent of competing with the Supplier to provide the same or
similar services which the Supplier is currently providing to any individuals or
companies;
(b) to leave the employment or engagement of the Supplier; and/or
(c) to sell or offer for sale or solicit orders for the sale of any products or services.

9. Intellectual property rights

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any materials provided by the Customer) shall
be owned by the Supplier.

9.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of,
a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the
Contract to copy the Deliverables (excluding materials provided by the Customer) for the
purpose of receiving and using the Services and the Deliverables in its business.

9.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in
6.2. The Customer shall not give login details to Kajabi to any other person.

9.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free,
non-transferable licence to copy and modify any materials provided by the Customer to
the Supplier for the term of the Contract for the purpose of providing the Services to the
Customer.

10. Data protection

10.1 The Supplier may collect and keep personal data concerning the Customer during the
course of the Contract and for a period after.

10.2 For the purpose of fraud protection, debt collection, credit management and emergency
the Customer agrees that the Supplier may disclose information about the Customer and
its account with the Supplier to debt collection agencies, credit reference agencies and
other companies.

10.3 Unless the Customer indicates otherwise in writing, the Supplier may:
(a) Use the Customer’s details to send the Customer information about other
products or services that the Supplier may from time to time offer; and/ or
(b) from time to time monitor and/or record calls between the Supplier’s respective
officers, employees, workers, agents and representatives for training and
customer care purposes (to include, without limitation, complaint handling) and
to record the formation of a Contract or variation to a Contract.

6
10.4 The processing of personal data is subject to data protection legislation in the UK.

11. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN

TO THIS CLAUSE.

11.1 References to liability in this clause 9 includes every kind of liability arising under or in
connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.

11.2 Nothing in this 9 shall limit the Customer's payment obligations under the Contract.

11.3 Nothing in the Contract limits any liability which cannot legally be limited, including but
not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services
Act 1982 (title and quiet possession).

11.4 Subject to clause 9.3 (Liabilities which cannot legally be limited), the Supplier's total
liability to the Customer including:
(a) for loss arising from the Supplier's failure to comply with its data processing
obligations under 8; and
(b) for all other loss or damage,

shall not exceed the charges paid or payable by the Customer to the Supplier in any
consecutive 12 month period.

11.5 Subject 9.2 (No limitation of customer's payment obligations) and 9.3 (Liabilities which
cannot legally be limited), this 8.8 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

11.6 The Supplier has given commitments as to compliance of the Services with relevant
specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and
5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from the Contract.

11.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an
event within the notice period, the Supplier shall have no liability for that event. The

7
 notice period for an event shall start on the day on which the Customer became, or
ought reasonably to have become, aware of the event having occurred and shall expire
six months from that date. The notice must be in writing and must identify the event and
the grounds for the claim in reasonable detail.

11.8 This 9 shall survive termination of the Contract.

12. Termination

12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect and without refund by giving written notice to the
Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 5 calendar days
of that party being notified in writing to do so;
(b) the Customer becomes disruptive or difficult to work with;
(c) the Customer fails to follow the Program guidelines;
(d) the Customer impairs the participation of the Supplier’s employees, contractors,
clients, instructors or participants in the Program or in any of the Supplier’s
programs;
(e) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), applying to court for
or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being
wound up (whether voluntarily or by order of the court, unless for the purpose of
a solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business or, if the step or action is taken in another
jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;
(f) the other party suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business; or
(g) the other party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under the Contract on the due date for
payment.

12.2 Without affecting any other right or remedy available to it, the Supplier may suspend the
supply of Services under the Contract or any other contract between the Customer and
the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date
for payment;

8
 (b) the Customer becomes subject to any of the events listed in 10.1, or the
Supplier reasonably believes that the Customer is about to become subject to
any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject
to any of the events listed in 10.1.

12.3 The Customer has a right to end the contract at any time. The Customer’s rights when
they end the contract will depend on what they have accessed, whether there is anything
wrong with the Deliverables or the Services, and how the Supplier is performing when
the Customer decides to end the contract.

12.4 If the Customer has changed their mind about the product, they may be able to get a
refund if they are within the cooling-off period, but this may be subject to deductions and
the Customer will have to pay the costs of any Deliverables or Services that they have
used or downloaded.

13. Consequences of termination

13.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of Services supplied
but for which no invoice has been submitted, the Supplier shall submit an
invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall lose access to the Program any Deliverables which have not
been fully paid for.

13.2 Termination of the Contract shall not affect 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 the Contract which existed at or before the date of
termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination of the Contract shall remain in full force and
effect.

14. General

14.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in
performing, or failure to perform, any of its obligations under the Contract if such delay or
failure result from events, circumstances or causes beyond its reasonable control,
including without limitation:
(a) Acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for
war, armed conflict, imposition of sanctions, embargo, or breaking off of
diplomatic relations;
(d) severe internet outage within a party’s country of residence;

9
 (e) nuclear, chemical or biological contamination or sonic boom; and
(f) collapse of buildings, fire, or explosion.

14.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any of its rights
and obligations under the Contract without the prior written consent of the
Supplier.

14.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any
Confidential Information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by 12.3 (b).
(b) Each party may disclose the other party's Confidential Information:
(i) to its employees, officers, representatives, contractors, subcontractors or
advisers who need to know such information for the purposes of carrying
out the party's obligations under the Contract. Each party shall ensure
that its employees, officers, representatives, contractors, subcontractors
or advisers to whom it discloses the other party's confidential information
comply with this 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose
other than to perform its obligations under the Contract.

14.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on,
and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in the Contract. Each party agrees that it shall have no claim for innocent or
negligent misrepresentation or negligent misstatement based on any statement
in the Contract.

14.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is in writing and signed by the parties (or their authorised
representatives).

10
14.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent right or remedy. A
failure or delay by a party to exercise any right or remedy provided under the Contract or
by law shall not constitute a waiver of that or any other right or remedy, nor shall it
prevent or restrict any further exercise of that or any other right or remedy. No single or
partial exercise of any right or remedy provided under the Contract or by law shall
prevent or restrict the further exercise of that or any other right or remedy.

14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid,

illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity
and enforceability of the rest of this agreement. If any provision or part-provision of this
Contract deleted under this 12.7 the parties shall negotiate in good faith to agree a
replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.

14.8 Notices.
(a) Any notice or other communication given to a party under or in connection with
the Contract shall be in writing and shall be delivered by hand or by pre-paid
first-class post or other next working day delivery service at its registered office
(if a company) or its principal place of business (in any other case).
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
or
(ii) if sent by pre-paid first-class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting.
(c) This 12.8 does not apply to the service of any proceedings or other documents
in any legal action or, where applicable, any other method of dispute resolution.

14.9 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of the Contract.

14.10 Governing law. The Contract, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by, and construed in accordance with the law of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Contract or its subject matter
or formation.

14.12 Program Content

(a) Program content is for individual use only, and may not be sold, tape recorded,
videotaped, shared, taught, given away, or otherwise divulged without the
express written consent of the Supplier, or its designated agent.

11
 (b) The information contained in Program material is strictly for educational
purposes.
(c) Success with this Program is largely driven by the Customer’s willingness to
take actions as recommended by the Supplier, as it relates to the content of the
Program.
(d) If the Customer wishes to apply (or not apply) ideas, concepts, teachings, etc.
contained in this material, the Customer is taking full responsibility for their
actions and furthermore the Customer agrees that their success with the
Program is dependent on their willingness to follow the steps outlined by the
Supplier.
(e) The Supplier assumes no responsibility for errors or omissions that may appear
in any Program materials.
(f) The Program will run for 90 days from the date of enrolment, any extension
thereof is at the sole discretion of the Supplier.
(g) Upon the completion of the 90-day program, the Customer’s access to all
course resources, including but not limited to the Discord Group, Course
Curriculum, Google Documents/Sheets, among others, will be revoked

14.13 Right to Use Name & Likeness

a) The Customer hereby consents to the use of their name, photograph, likeness,
voice, testimonial and biographical material, in whole or in part, for publication
or reproduction in any medium, including but not limited to television, radio, print
media and the internet, among others, for any purpose, including but not limited
to public relations, education, advertising, marketing, training and research.
b) The Customer’s consent is granted to the Supplier and extends to such use
without restriction or limitation as to time or geographic boundary.
c) The Customer hereby waive all rights they may have to any claims or demands
for payment or royalties in connection with the use of any of such materials,
regardless of the purpose of such use or publication, and regardless of whether
a fee is charged or collected by the Supplier for any product and/or service in
connection with such use and publication.
d) The Customer also waives any right to inspect, review or approve any
photograph, recording, or other written material at any time, and waives the right
to approve the use and medium of publication determined by the Supplier.
e) The Customer understand that the Supplier owns all rights in and to any such
photograph, recording or testimonial, including any copyright and/or trademark
relating to such use.

Client Signature:

___________________________________

12
Client Name: _____________________________

13