1. Introduction
1.1. These terms and conditions govern the Systemise & Scale Accelerator (“SAS”) by Gary Das Ltd a company registered in England and Wales under number 11072529, whose registered office is at 4, The Capricorn Centre, Cranes Farm Rd, Basildon SS14 3JJ ( “We”, “Us”, “Our”) to you the purchaser of Systemise & Scale Accelerator (“You”).
1.2. All services provided as part of 'SAS' will be subject to these terms and conditions and you are deemed to have accepted them when you purchase the 'SAS' unless we expressly agree in writing otherwise. These terms and conditions along with our Privacy Policy which can be found at systemise-scale.com/privacy-policy represent the entire agreement between us and apply to the exclusion of any other terms. Ensure that you read both these terms and the Privacy Notice. The Privacy Notice sets out how we are obliged to deal with your personal data.
1.3. By purchasing this membership, you acknowledge and accept that you are purchasing the membership in a business capacity, for business purposes.

2. Systemise & Scale Accelerator
2.1. The information you provide when purchasing access to 'SAS' must be true and accurate and by applying you are confirming that you are over 18 years of age.

2.2. When we accept your application, and upon cleared payment of the Membership Fee, you will become a Member (“Member”). The decision to accept you as a Member is at our absolute discretion. We reserve the right to terminate your membership where we deem it necessary for the safety, protection and benefit of other members. In the event such a situation arises we do not need to provide a reason for the cancellation and any refund will be considered at our absolute discretion.

2.3. In the event an unforeseen or unexpected event arises which prevents us from delivering 'SAS' then you shall be notified by email. We shall not be liable to you for any failure or delay in delivery of 'SAS' or your failure to access the membership or any associated private area or group. In the event an unforeseen or unexpected event arises which continues for a period in excess of 90 days then either of us will be entitled to terminate or cancel this Agreement in accordance with clause 6.

2.4. Access to 'SAS' services and any private areas or groups is online only (bar in person events) and no alternative will be provided. It is your responsibility to ensure that you have in place the necessary requirements to allow you to access and use
'SAS'. We shall not be liable to you in the event you are unable to access 'SAS', any 'SAS' services and/or any private areas or groups.

2.5. As part of the 'SAS' we may provide you with materials, information, data and other content (“Content”). By becoming a Member, you agree and accept that all such content remains our confidential and proprietary intellectual property and belongs solely and exclusively to us and can only be used by you in connection with your 'SAS' and should not be copied, disclosed, or used for any commercial reasons without our express consent.

2.6. We shall grant to you a personal, limited, non-transferable, revocable license to access and use any materials and resources provided as part of the 'SAS' solely for your personal use and for the purposes intended by these terms and conditions.

2.7. Where in part of the 'SAS' we offer interactive or live sessions or in person meet-ups (“Sessions”), the dates and times of these Sessions will be arranged by us and notified to you by email, as well as within your online portal. It shall be your responsibility to attend the Sessions as arranged and no alternative or replacement dates or times shall be offered if you are unable to attend for whatever reason.

2.8. As part of 'SAS', you will have access to a private portal area (The Gym). To gain access to this private area you will be required to set up an account and it shall be your responsibility to provide the correct information to create your account and to keep your password or any other access information private, safe, and secure. You are responsible for notifying us should you become aware of or suspect that a third party is aware of your password or access details.

2.9. 'SAS' is provided on an ‘as-is’ and ‘as available’ basis. From time to time, we may be required to undertake changes to 'SAS' or our systems and processes, which may include routine or unexpected maintenance. We shall not be liable for any lack of accessibility to 'SAS' website or any associated groups or systems which is caused due to routine or unexpected maintenance.  

2.10. Membership access is granted for an initial period of three months from the date of purchase, during which you will have access to all 'SAS' services and content (“the Membership Period”).

2.11. At the end of the three-month Membership Period, you may either cancel your membership, as outlined in Clause 6, or opt for a monthly rolling contract, payable in advance by Direct Debit, at the then-current membership rate.

3. Term & Termination

3.1. The Agreement between us will commence when you purchase access to the Systems & Scale Accelerator (SAS) and shall continue until it is terminated in accordance with these terms and conditions.

3.2. Your initial Membership Period is three months, beginning the day after the Membership Fee is paid, with the option to continue on a rolling monthly basis for an additional fee, as outlined in Clause 2.10 and Clause 6.

3.3. Access to membership content and services is granted in duration applicable to the membership period you are contracted to.

4. Your Obligations

4.1. You agree to notify us by email in the event you become aware of any inappropriate behaviour or content being displayed on or in 'SAS', within our private areas or associated groups, or within any of our associated social media channels.

4.2. By becoming a Member, you agree to conduct yourself in a reasonable and responsible manner when accessing 'SAS', and any associated groups, and further you agree not to use 'SAS' or any other associated groups for any unlawful purpose and that you will not upload, post, transmit or otherwise make available any content that:
4.2.1. infringes any Copyright, trademark, or other Intellectual Property rights belonging to us or any other person or entity;
4.2.2. which is by its nature defamatory, libellous, obscene, demeaning or which causes offense to another individual whether intended or not;
4.2.3. discloses personal and/or sensitive information about another person;
4.2.4. is threatening or causes a Member to feel harassed or in fear;
4.2.5. is classed as spam.

4.3. When accessing 'SAS' or our private Member areas, you agree not to take any action which seeks to disable or in any way interfere with any of our systems or processes or tests or seeks to test the vulnerability of any of our systems or processes.

4.4. By purchasing access to 'SAS', you hereby agree and undertake from the date of purchase:
4.4.1. not to infringe any of our or any other Member’s copyrights, patents, trademarks, trade secrets or other intellectual property rights;
4.4.2. that any Confidential Information disclosed by us, or any other Member is confidential and proprietary, and belongs solely and exclusively to the person disclosing it;
4.4.3. not to disclose such Confidential Information to any other person or use it in any way other than as part of your 'SAS';
4.4.4. the reproduction, distribution, and/or sale of any information or materials provided during provision of 'SAS' or at any time thereafter by anyone but us is strictly prohibited. You agree that in the event of any breach of your obligations contained in this Agreement then damages, loss, or irreparable harm may arise and that in such circumstances we shall be entitled to seek relief, including injunctive relief against you.

4.5. You agree to indemnify and hold us harmless for any action taken against us due to your violation or disregard of any of these Terms and Conditions and/or your participation in any way in 'SAS'.

5. Fees and Charges

5.1. The fee for access to 'SAS' is as set out at the point of sale for your subscription (“The Membership Fee”) and payment of it shall be made without deduction, set off or any form of withholding except as is required by law.

5.2. No refund policy shall apply to 'SAS'.

5.3. Instalment payments by any method other than automated Credit Card payment or Direct Debit will incur an additional fee of £25+VAT per month. Should any Direct Debit/Credit Card payments be returned unpaid you will incur an additional charge of £75+VAT per payment to cover the costs of administering and chasing collection.  

5.4. Membership fees for the monthly rolling contract after the initial three-month period will be charged in advance and may be subject to change. Any changes to the monthly fee will be notified to you in writing at least 30 days in advance.

6. Cancellation and Termination

6.1. Upon completion of the initial three-month Membership Period, you have the right to cancel your membership by providing a minimum of 30 days' notice to [email protected] before the next payment date.

6.1.1. on receipt of your cancellation email, access to all services covered in this agreement will be immediately removed.

6.2. If you choose to cancel at the end of the Membership Period, access to all 'SAS' services and features, including any private areas, will be removed immediately upon cancellation, except for continued access to 'SAS' course content in the membership area. We reserve our rights to terminate your access to the Membership Services, with immediate effect, if you:
6.2.1. commit a material breach of your obligations under this Agreement; or
6.2.2. fail to provide payment of any amount due in respect of the Membership Fee as and when it becomes due; or
6.2.3. have a bankruptcy petition presented against you or you become subject to a bankruptcy order; or
6.2.4. enter into a voluntary arrangement pursuant to the Insolvency Act 1986.

6.3. If you decide to continue after the three-month period, your membership will automatically transition to a monthly rolling contract, payable by Direct Debit. The monthly fee will be the rate in effect at the time of transition. You may cancel this rolling contract at any time by giving 30 days' written notice to [email protected], after which access to all services and private areas will cease. Upon termination of this arrangement for any reason:
6.3.1. all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect; and 6.3.2 you shall cease to use, either directly or indirectly any Confidential Information, and shall immediately return to us any documents in your possession or control which contain a record of any Confidential information.  

7. Liability

7.1. By entering into this Agreement, you acknowledge and agree that:
7.1.1. This Agreement does not constitute or imply any business relationship other than as set out within this Agreement.
7.1.2. 'SAS' is a group experience and any information, support, and guidance you receive will not be personal to you and should not be taken or relied upon as advice, guidance or information personal to you.
7.1.3. You have not relied on any statement, promise or representation made or given by or on our behalf.

7.2. We make no guarantee, representation, or warranty with respect to the 'SAS'.

7.3. To the maximum extent permitted by law, we shall not be liable (whether caused by us, our agents, employees or otherwise) to you for any indirect, consequential or special damages, losses or costs or any failure to deliver 'SAS', any Sessions or any meet-up where we are prevented due to a reason behind our reasonable control;

7.4. In the event damages are incurred by you as a result of our default or breach of this Agreement, our entire liability under this Agreement is limited to the amount of the Membership Fee paid by you as at the time the loss is sustained.

7.5. Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misrepresentation.

7.6. During the term of this Agreement and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or clients, or our or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.

8. Partner Programme  

8.1. Partner Programme* where customers may receive commissions for referring new accounts to 'SAS'.

8.2. Your participation in the Partner Programme is subject to the approval of 'SAS' and your acceptance of the Partner Programme terms and conditions, a copy of which is available here and is incorporated herein by reference.

8.3. You must establish a payment account linked to your 'SAS' account in order to earn and receive commission payouts.

8.4. Commissions may be forfeited if 'SAS' is unable to submit payment to your payment account for any reason. *Separate terms and conditions apply to the Partner Programme.  

9. General

9.1. In the event any provision of this Agreement is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.

9.2. This Agreement shall be governed by the exclusive jurisdiction of the Courts of England and Wales and the laws from time to time in force.

9.3. No modification or variation to this Agreement shall be effective unless in writing and signed by us both.

9.4. Save as provided for in clause 7.6 the Contracts (Rights of Third Parties) Act 1999 shall not apply.