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Platinum Inner Circle

Standard Terms and Conditions

Train Grow Profit Ltd

(Company number: 487005)

1. INTERPRETATION

In these terms and conditions the following words and expressions shall have the following

meanings:-

“Client”                                 means [CLIENT NAME], a party who engages the Company to carry out Contract Work;

“Company”                            means Train Grow Profit Limited, a company incorporated in England  with registration number 4587005 whose registered office is at Atherton House, 13 Lower Southend Road, Wickford, Essex, SS11 8AB its servants and agents;

"Conditions"                          means the standard terms and conditions set out in this document which (unless the context otherwise requires) includes any special terms and conditions agreed in writing pursuant to Condition 2.3;

“Confidential Information”       means all information of whatever nature relating to the business Of the Company and any of its clients including without prejudice to the generality of the foregoing, all business plans, financial, technical, commercial, management, employee or other information, data, data base, computer program, computer software, and expertise of whatever kind including all readable or computer or other machine readable information and all other information in a written or oral form disclosed directly or indirectly to the Client;

 “Consultant”                             means any employee, agent, personnel, or sub-contractor of the Company that carries out the Contract Work for the Client on behalf of the Company;

“Charges”                                 means any Consultancy Charges, or Training Charges;

“Contract Price”                        means the price for which the Company agrees to carry out the Contract Work including all Charges together with any additional costs payable by the Client;

“Contract Work”                        means any Consultancy Work,  Training Work or other work the Company agrees to carry out for the Client;

 “Document”                              includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, pictures, designs, manuals, specifications, tape, electronic message or other device embodying visual images and any disk, tape or device embodying any other data;

“Input Material”                          means any Documents or other goods and materials, and any data,  database, computer software or program or other information provided by the Client relating to the Contract Work;

“Output Material”                        means any Document, Specification, computer software or program, source code or object code or other goods and materials, and any data or other information provided or produced, designed, provided or created by the Company as part of the Contract Work;

"Premises"                                means the Premises at which the Contract Work is to be performed;

 “Training Work”                        means any and all lead generation, property analysis and training provided by the Company;

"Writing"                                   means letter, facsimile transmission, electronic message or any comparable means of communication.

2. PERFORMANCE OF CONTRACT WORK – GENERAL PROVISIONS

2.1            The Company shall provide Contract Work to the Client in accordance with these Conditions.

2.2            These Conditions shall govern the Contract Work to the exclusion of any other terms and conditions, including any terms and conditions on which the Client may purport to rely. The Client’s signature at the end of these Conditions or the commencement of the Contract Work (whichever is earlier) shall be deemed conclusive evidence of the Client’s acceptance of these Conditions which shall be construed so as to apply to any additional work arising out of the Contract Work.

2.3            No variation or addition to these Conditions including any special conditions shall be binding unless agreed in writing by an authorised representative of the Company. No variation to the Contract Work by way of addition, omission or other change shall in any way affect or alter these Conditions. The Company's employees, agents or sub-contractors are not authorised to make any representations concerning the Contract Work unless confirmed by the Company in writing. Upon commencement of the Contract Work the Client acknowledges that they waive any claim for breach of any such representations which are not made or confirmed in writing.

2.4            The Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Contract Work within sufficient time to enable the Company to provide the Contract Work. The Client shall ensure the accuracy of all Input Material and shall at its own cost retain duplicate copies of all Input Material and insure against its accidental loss or damage for which the Company shall have no liability however caused.

2.5            Any typographical, clerical or other similar error or omission in any sales literature, quotation, acceptance of offer, invoice, Specification or other document or information issued by the Company shall be subject to correction by the Company without any liability on the part of the Company.

2.6            The Company may at any time without notifying the Client make any change to the Contract Work which is necessary to comply with any applicable safety or other statutory requirements or which does not materially affect the nature or quality of the Contract Work.

2.7            The Client hereby agrees and acknowledges that the Contract Work does not involve or place any obligation whatsoever on the Company to provide any maintenance or support services, or any manuals or guidance Documents whatsoever to the Client.

3. TRAINING WORK

3.1            The Company shall commence and carry out any Training Work at such times and on such dates as the Company in its sole and absolute discretion may agree or decide from time to time.

3.2            The Client undertakes and agrees to pay the Company all of the Company’s charges for any and all Training Work carried out by the Company (“Training Charges”). The Training Charges payable by the Client shall comprise of:-

3.2.1         the Training Fees for each Consultant engaged by the Client; and

3.2.2         any and all applicable value added tax or other sales tax on the Training Fees and Training Expenses.

3.3            The Client shall at its own expense promptly provide the Company with all co-operation and assistance required or deemed appropriate by the Company for the Company to carry out any Training Work.

3.4            The Training Work shall comprise of the following:

a)              Profit with Pre-foreclosure course

b)              Fly, Buy and Profit with Tax Lien Sales

c)              Fly, Buy and Profit with Tax Deed Sales. 

                 The Client shall attend these courses at a location of the Company’s choosing.  The Client will fully participate in all aspects of the training.  The Client will ensure that all materials requested to be brought to the training will be brought.  The Client will fully comply with all requests made by the Company.  On commencement of the training, the Client will receive leads from the Company. 

3.5            The Client will be required to:

a)              Research these leads in detail, and wherever possible, obtain contact numbers for the leads. 

b)              Where no contact number is available, the Client will send out letters, pre-designed.  The letters should be sent out 10 days apart.

c)              The Client will have a fixed time to complete each task. 

d)              The Client will be required to keep a log of all tasks, together with action taken, detailing date actioned and results obtained.

4. PRICE OF THE CONTRACT WORK

4.1            The Company reserves the right by giving notice to the Client at any time before completion of the Contract Work to increase the Contract Price to reflect:-

a)              any increase in the cost to the Company which is due to any factor beyond the control of the Company such as, without limitation, any foreign exchange fluctuation, currency regulation or alteration, alternation of duty, significant increase in the costs of labour, transport or facilities at the Premises;

b)              any change in the Contract Work which is requested by the Client;

c)              any additional costs which in the Company’s sole discretion have been incurred as a result of instructions of the Client or failure of the Client to give the Company adequate information or instructions or any inaccuracy of the Input Material or other cause attributable to the Client.

5. TERMS OF PAYMENT

5.1            Unless otherwise agreed in writing by the Company, payment by the Client for any Contract Work shall be made by the Client to the Company within 14 days of the date of any invoice from the Company (“an Invoice”). Invoices will be raised at such times and at such intervals as the Company in its discretion may decide. The Company reserves the right to invoice in advance. Time of payment of any Invoice shall be of the essence. Charges shall not be subject to any set off or deduction by the Client.

5.2            Interest shall be charged to the Client on any Invoice which remains unpaid 14 days after the Invoice date at a rate of 5% per annum above the base rate from time to time of National Westminster Bank Plc. Such interest shall accrue on a day to day basis and shall be compounded monthly and shall continue to accrue after as well as before any judgment.

5.3            If the Client fails to make payment in full in accordance with Condition 7.1 above then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-

5.3.1         cancel or suspend all Contract Work and terminate any agreement between the Client and the Company without the Company having any liability to the Client; and/or

5.3.2         Charge interest under Condition 7.2 above; and/or

5.3.3         recover all Output Material and other goods and materials forming part or all of the Contract Work wherever the same may be located and the Client shall be responsible for the costs of recovery in addition to any other sum. The Company shall have the right to enter onto the Client’s or any other premises for the purpose of recovering Output Material or other goods or materials pursuant to this clause; and

5.3.4         an indemnity from the Client for all losses, costs and liabilities suffered or incurred by the Company as a result of any action taken by the Company in consequence of the Client’s failure to make due payment of the Contract Price in accordance with Condition 7.1 above.

6. DELAY OR NON COMPLETION OF THE CONTRACT WORK

6.1            The Company shall not be liable for any delay, non-performance, non-provision or non completion of the Contract Work that is due to the acts or omissions of the Client or that is beyond the Company’s reasonable control nor for any consequence thereof howsoever caused. The time for the provision of the Contract Work shall not be of the essence unless previously agreed by the Company in writing.

7. MATERIALS

7.1            All Output Material shall, unless specifically agreed in writing otherwise, remain the property of the Company and shall be deemed to be on hire to the Client and the Client shall keep the same in good and safe condition at all times and not remove the same from the Premises except with the Company’s written consent. In the event of the Client or any person removing, repositioning or otherwise altering the goods and materials in whatever way the Client shall be fully responsible for the same and shall indemnify the Company against any damage or loss howsoever incurred.

8. CLIENT’S MATERIALS

8.1            The Client shall be fully responsible for the addition or incorporation of all Input Material into the Contract Work as the Client requires.

9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1            All Intellectual Property rights (including without limitation, trademark, copyright, patent, moral rights, performance rights, data and archive rights, design rights, rights to confidential information, broadcasting and publishing rights and advertising, sponsorship or endorsement rights) (“Intellectual Property Rights”) created by or arising out of the Contract Work or the Output Material shall, unless otherwise agreed in writing between the Client and Company shall vest in and belong to the Company, subject only to the right of the Client to use the Output Material for the purposes of the Contract Work. The Client shall not copy, reproduce or divulge in whole or in part any Output Material to any person and any such items coming into the possession of the Client shall be returned to the Company on or before completion of the Contract Work or on demand. The Client shall at any time at the request of the Company and without being entitled to any payment therefor sign all documents and provide any other co-operation reasonably required by the Company to vest or otherwise perfect the ownership of such Intellectual Property in the Company.

9.2            In the event that the Contract Work includes the creation, design, provision or production by the Company of any work in which any Intellectual Property Rights or any right of ownership is capable of existing including the creation of slogans and logos, (and all goodwill attached thereto) they shall at all times belong to the Company irrespective of whether the Input Material belongs to the Client and the Client shall not exploit or utilise in any way the Intellectual Property Rights unless the Company shall agree in writing.

9.3            The Client warrants that any Input Material and its use by the Company for the purpose of providing the Contract Work will not infringe the Intellectual Property Rights or any other rights of any third party and the Client shall indemnify the Company against loss, damages, costs, expenses or other claims arising from any such infringement.

9.4            The Client undertakes to the Company to keep confidential all Confidential Information. The Client shall not use without the prior written consent of the Company any Confidential Information other than for the purposes of the agreement between them nor disclose the Confidential Information to any personnel (meaning any director, officer, employee, agent (and their officers, employees, and agents) and any subcontractor of the Client) other than personnel who for the purposes of the agreement between the Company and the Client need to receive the Confidential Information.

9.5            The Client agrees to destroy upon demand at any time and without delay any Confidential Information (and confirm in writing that they have done so) or upon request at any time immediately return any Confidential Information to the Company.

10. WARRANTIES AND LIABILITIES

10.1          The Company shall be under no liability arising from any drawing, design, instruction or specification supplied by the Client including the Input Material. The Company shall be under no liability arising from any goods or materials belonging to the Client used by the Company in the Contract Work.

10.2          Subject to the other provisions of this Condition 10, the entire liability of the Company under or in connection with the Contract Work (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed the Contract Price (except as expressly provided in these Conditions) or such sum as may in all the circumstances be reasonable having regard to any insurance policy the Company has in place and which it is able to obtain payment from, in respect of such liability (“the Insurance Limit”) in the event that the Insurance Limit is greater than the Contract Price. If the Company is liable (whether in tort, contract or otherwise) to the Client, the Client shall mitigate their loss.

10.3          Notwithstanding the above and subject to Condition 10.4, the Company shall not be liable for:-

10.3.1       any indirect, special, incidental, consequential, economic or business loss or damage or punitive damage (including without limitation any loss of profits, loss of savings, loss of data, loss of revenue, loss or business, loss or damage to reputation, or loss or damage as a result of an action brought by a third party) suffered by the Client; or

10.3.2       any infringement of any third party rights (including any intellectual property rights) caused by any Output Material or the Contract Work; or

10.3.3       any delay or failure by the Company to carry out any obligations it has to the Client if such delay or failure is due to any cause (whatsoever) beyond the Company’s reasonable control; or

10.3.4       any errors or defects in or any loss caused by any Contract Work or Output Material which is accepted by the Client, and for the purpose of this Condition, the Client shall be deemed to have accepted all Contract Work and Output Material unless written notice of any error or defect has been served on the Company within 5 days of the Client’s receipt of such Contract Work or Output Material; or

10.3.5       any computer viruses, logic bombs or any other invasive programmes which may be introduced to the Client’s (or any third party’s) computer system from or through the Contract Work.

10.4          Nothing in this Condition 10 shall have the effect of, or be read as attempting to have the effect of excluding or restricting any liability which the Company may have for death or personal injury caused by any negligence of the Company.

10.5          The Company does not provide any warranty or any other contractual obligation as to the accuracy or quality of any information, data or content that is received by or transmitted to the Client in the Company’s provision of the Contract Work. The Company excludes all conditions, terms, representations and warranties relating to the Contract Work whether imposed by statute or operation of law otherwise, that are not expressly stated in these Conditions including, without limitation, any implied warranty of standard, quality and fitness for a particular purpose.

10.6          The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to Contract Work, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:-

10.6.1       Act of God, abnormal weather conditions, explosion, flood, tempest, fire or accident;

10.6.2       War or threat of war, sabotage, insurrection, riot, civil disturbance or requisition including the overthrowing of the existing government or regime, nuclear explosions whether accidental or deliberate;

10.6.3       Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any Governmental, Parliamentary or Local Authority;

10.6.4       Import or export regulations or embargoes;

10.6.5       Strikes, embargoes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

10.6.6       Difficulties in obtaining materials, labour, fuel, parts or machinery;

10.6.7       Power failure or breakdown in any machinery.

11. INSOLVENCY OF OR BREACH OF THE CONDITIONS BY THE CLIENT

11.1          This Condition 11.1 shall apply if:-

11.1.1       The Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

11.1.2       The Client ceases, or threatens to cease, to carry on business; or

11.1.3       The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly; or

11.1.4       If the Client commits any breach of these Conditions.

11.2          If Condition 11.1 applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract Work or suspend any further work on the Contract Work without any liability to the Client, and if the Contract Work has commenced or been completed the Contract Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11.3          The Client shall indemnify the Company and keep the Company indemnified against all claims, demand, damages, liability, costs, loss (including any and all economic, indirect, or consequential loss, or loss of profits, business or revenue) and expenses of whatever nature suffered or incurred by the Company arising (directly or indirectly) out of or from:-

11.3.1       the Client’s breach of any Conditions; or

11.3.2       any negligence of or breach of statutory duty by the Client; or

11.3.3       any damage to any property of the Company or any Consultant or any death or personal injury suffered by the Company or any Consultant at the Premises; or

11.3.4       any claim brought against the Company by any third party as a result of the Client’s application or use of any Contract Work or Output Material.

12. GENERAL

12.1          Unless any complaint is made to the Company as soon is reasonably possible and in any case not later than 21 working days after the date that the cause of the complaint arising comes to the attention of the Client and is confirmed to the Company in writing within a further 10 working days the Contract Work will be deemed to have been satisfactorily undertaken and the Client shall have no rights against the Company in respect of any defects in the Contract Work.

12.2          Unless otherwise agreed all goods and materials used in connection with the Contract Work shall be transported by the Company at the risk of the Client and where transported by the Client or on the Client’s behalf other than by the Company the Client shall indemnify the Company against any and all consequences arising from loss, delay or other mishap and the Client shall ensure that the property of the Company placed in the possession of the third party in connection with the execution of the Contract Work is kept safe and shall indemnify the Company against loss of damage and any consequence thereof.

12.3          The Client is bound in all respects by these conditions and in addition shall be bound by and be deemed to have full knowledge of any additional conditions and regulations of the Company.

12.4          The parties agree that these Conditions constitute the entire agreement between the parties and supersede any previous agreement. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.

12.5          The disclaimers, exclusions and indemnities set forth herein are considered reasonable by the parties at the time of agreement. In the event such disclaimers, exclusions or indemnities are held not to be enforceable or available by any competent authority but would be enforceable or available in whole or in part if the language thereof was amended or restricted then the parties agree the language thereof may be so amended or restricted as to give the maximum benefit thereof to the Company as is then permitted by law.

12.6          No waiver by the Company of any breach of the Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other Condition.

12.7          The Contract shall be governed by the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

12.8          Nothing in these Conditions shall constitute or be deemed to constitute a partnership between the Company and the Client and nothing in these Conditions shall be deemed to constitute either the Company or the Client as the agent of the other and neither of them shall have any authority to bind the other in any way.

12.9          The Client will comply with all relevant UK data protection legislation (including without limitation the Data Protection Act 1998 and all subordinate legislation) (“Data Protection Legislation”) in respect of any data provided by it to the Company under the terms of or in connection to any agreement between the Client and the Company. The Client shall indemnify the Company against any loss or damage that the Company may suffer or incur as a result of any breach by the Client of any Data Protection Legislation including (without limitation) any loss or damage that the Company may suffer or incur as a result of the failure of the Client to obtain any appropriate consents from any data subjects to the transfer or use by it or the Company of data relating to them (whether contained in the Output Material or otherwise).

12.10        For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Conditions are not intended to and do not give any person who is not a party to them any right to enforce any of their provisions other than an Affiliate of the Company that has a right (of indemnity or otherwise) under these Conditions in respect of the actions of the Client.

12.11        The Client undertakes and agrees with the Company that except as otherwise agreed in writing by the Company, that the Client shall not directly or indirectly solicit the employment or engagement of, or employ or engage any Consultant who carries out any Contract Work for the Client for or on behalf of the Company.

12.12        The Company has the right to assign, transfer, sub-contract or otherwise delegate any of its rights and obligations in the Contract Work or these Conditions. The Client shall not without the Company’s prior consent in writing assign or sub-contract any of its rights or obligations under these Conditions.

These Conditions are hereby accepted and agreed to by the following Client:

…………………………. ………………………………

Client name  

Signed for an on behalf of the Client: …………………………………………………

Print name: . . . . . . . . . . . . . . . . . . …………………………………

Title: . . . . . . . . . . . . . . . . . . …………………………….

Date: . . . . . . . . . . . . . . . . . . …………………………….

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