Terms and Conditions

Definitions
"Company" means KC International Limited, a company incorporated in England under company registration number 03854711, VAT registration number 749 322713 whose registered office is at 3rd Floor, The Heights, 59-65 Lowlands Road, Harrow, Middlesex HA1 3AW.  Telephone number +44 08451 300808, email address: admin@theperformancematrix.com. 
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software or online applications, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world INCLUDING translated or reformatted version/documents.
"Online Account" means the online account facility available on the Website which the Purchaser must open and maintain in order to access and use the Online Screening Tool.
"Online Screening Tool" means the online application (as the same may be amended from time to time, at the Company’s sole discretion) which the Purchaser may access and use via the Website together with the related materials available via the Website (including but not limited to the PDF materials which support the Online Screening Tool).
"One-Off Fee" means a one-off payment (the level of which is stipulated in the product information section of the Website) payable by you to us for access to the Online Screening Tool.
"Profile Credits" means the payments (the level of which are stipulated in the product information section of the Website) payable by you to us for use of the Online Screening Tool.
"Purchaser" means the person accessing and/or using the Online Screening Tool or any other software available from the Website.
"Results" means the final collection of data produced after the Purchaser has inputted all the information requested by the Online Screening Tool visual prompts.
"Techniques" means the movement evaluation methods and techniques demonstrated in the Online Screening Tool.
"User" means those persons who access the Website.
"We", "Us" or "Our" refers to the Company.
"Website" means the website found at www.theperformancematrix.com which is owned and operated by the Company (as the same may be amended from time to time, at the Company's sole discretion).
"You" or "Your" refers to the Purchaser or User.

1.    Conditions of Use for the Website & Accessing the Online Screening Tool
These Terms and Conditions apply to all persons who are i) accessing the Website; ii) setting up an Online Account; and/or iii) accessing and using the Online Screening Tool.
We ask that you read these Terms and Conditions carefully so that you understand any contractual relationship which may arise between us.  You will also find that they contain some useful advice on how to access and use the Online Screening Tool. 
.We reserve the right, at our sole discretion, to alter, change, modify, add, or delete portions of these Terms and Conditions, the Online Screening Tool and/or the Website at any time without notifying you in advance. If we do so in respect of the Terms and Conditions we will detail the changes made on this page giving the date the Terms and Conditions were last revised. If you continue to use the Website, access or use the Online Screening Tool after any such changes you will be deemed to have accepted the new version of the Terms and Conditions. It is your responsibility to regularly check the Website to determine if there have been changes to these Terms and Conditions and to review such changes.

2.    Accessing and Using the Online Screening Tool : Formation of Contract
To access the Online Screening Tool you must pay the relevant One-Off Fee and in order to use the Online Screening Tool you must purchase Profile Credits from the Website.  The Website will automatically generate an Online Account for you when you make your first purchase via the Website. 
When you purchase the Online Screening Tool you are entering into a legally binding contract with us.  Set out below is a useful summary of the steps which must be followed by you in order to conclude a legally binding contract with us:
1.    Provided you have agreed unconditionally to these Terms and Conditions you will be given the opportunity in the shopping area of the Website to browse for the various Online Screening Tools which are available.  Once you have selected the specific Online Screening Tool which you require you will be directed through a series of Website pages which will request certain information from you in order to complete your purchase.   These screens will also contain information on price (including methods of payment) together with a description of the specific Online Screening Tool.  Details and explanations regarding any promotional offers will also be provided on these screens.
2.    On selecting the "Buy Now" option from the shopping menu the Online Screening Tool will appear in your online shopping basket.  If you wish to proceed with your purchase you will be given the opportunity to review your order then submit the form to us by clicking on the "Continue With Purchase" button which appears at the end of the form.  On receipt, we will send to you notification by electronic mail that your request is being processed.  If you do not receive such notification within 24 hours please contact us at admin@theperformancematrix.com and we will resend the notification.  We reserve the right not to process your order and in the event that we do so we will notify you as soon as possible by e-mail.  Upon receipt of a confirmatory email accepting your order and provided that you are able to access it, a legally binding contract will have been formed between us.  Please note that while we guarantee to send to you a notification of every valid online purchase form we receive (whether to reject or accept), you will understand that we cannot equally guarantee that the notification we send will be received by you, nor that, if it is received by you, it is legible and uncorrupted.
If you do not wish to submit the online purchase form to us, you should click the "cancel" button and you will return to the Website's homepage.
A copy of the contract concluded between us will be emailed to you once the above steps have been completed.

3.    Duration of our Contract
Unless terminated earlier in accordance with clause 14 below, this contract shall commence from the date of formation of contract (as detailed in clause 2 above) and continue until terminated by either party serving 14 days prior written notice upon the other party. 

4.    Prices and Payment
A One-Off Fee for access to the Online Screening Tool shall be payable by you to us.
The amount of the One-Off Fee shall be set out in the online purchase form.  All prices quoted are inclusive of VAT and are in pound sterling (GBP). 
Payment of the One-Off Fee shall be made in full upon formation of contract.  We shall only be deemed to have "received" payment when we have received payment in full in cleared funds.
In order to use the Online Screening Tool you will need to purchase Profile Credits from the shopping area of the Website.  The amount of Profile Credits payable shall be set out in the online purchase form.
In the event that you fail to pay the amounts due in accordance with the above we shall be entitled to immediately and without notice to you terminate this contract and accordingly you shall have no right to access or use the Online Screening Tool (without prejudice to any other right we may have).  

5.    Intellectual Property Rights
All Intellectual Property Rights and all other rights in the Online Screening Tool and the Website are owned by us and title to such Intellectual Property Rights shall remain vested solely in the Company.  Nothing contained in these Terms and Conditions shall be deemed to imply a transfer of ownership or grant of rights in respect of the Intellectual Property Rights broader or more extensive than the limited, non-exclusive, revocable, non-assignable, non-transferable licence which we grant to you strictly for the purposes of i) viewing the Website and/or ii) utilising the Online Screening Tool for the purposes of learning the Techniques and obtaining Results for your own clients.  For the avoidance of doubt, whilst, we acknowledge and accept that you may use the information gained from the Online Screening Tool and the Results for the purposes of evaluating and assessing your own clients, you are expressly prohibited from using the Techniques, Online Screening Tool for the purposes of "teaching" the Techniques to third parties for commercial gain.  If you would like to become an authorised KC International Licensee please contact a Company representative (contact details set out above).  We would be happy to discuss the relevant terms applicable to such an arrangement.   
The Techniques (and the material contained in the Online Screening Tools may be proprietary in nature and has been created, developed and compiled by us.  We have made considerable investment in our Intellectual Property Rights and consider them to be at the very core of our business.  We therefore take a pro-active approach to management and enforcement of our Intellectual Property Rights. 

6.    Cancellation Policy : Online Screening Tool
In certain circumstances, you may have the right to withdraw from this contract without penalty and without the need to give any reason, at any time during a period of seven (7) working days (Monday to Friday inclusive) starting from the day after the date of formation of contract.  Note however that once you have accessed the Online Screening Tool you will be deemed to have accepted the Online Screening Tool and you will not longer be able to cancel the contract without liability to us.
Prior to accessing the Online Screening Tool, if you wish to cancel the contract please email us at admin@theperformancematrix.com.  If you validly cancel the contract, we will reimburse you the full purchase price which you paid, free of charge, within thirty (30) days of  receipt of your cancellation request.

7.    Licence
In consideration of the payment of the price (as set out in clause 3) we grant you a non-exclusive, revocable, non-assignable, non-transferable, licence to use the Online Screening Tool strictly for the purposes set out in these Terms and Conditions.
You are expressly prohibited from utilising the Online Screening Tool for purposes other than those set out herein and you acknowledge that additional fees and a more extensive grant of rights from us will be necessary prior to any extended use by you.
You shall have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Online Screening Tool in whole or in part.
You are expressly prohibited from creating derivative works from the Online Screening Tool and/or the Website.

8.    Conduct: Use of the Website
In consideration of us agreeing to your use of the Website, you acknowledge that the ownership in any Intellectual Property Rights (including, for the avoidance of doubt, copyright) in the Website belongs to us.  Accordingly, no part of the Website (or its source code) may be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilising the Website meaning that you may only display it on your computer screen and print it out on your printer for the sole purpose of viewing its content.
You may only use the trademarks featured in the Website for the purpose of displaying the Website on your computer screen or printing out the Website on yours printer in accordance with this clause 8.
We are not responsible for the accuracy, completeness or reliability of any information published on the Website or for any information published by any other company or organisation.
You are expressly prohibited from linking the Website to any other website without the prior written approval of the Company.  Note, we do not make any warranties, representations or undertakings about the content of any other website which may be referred to or accessed by hypertext link with the Website, and we do not endorse or approve the content of such third party websites. 

9.    The Company's Warranties and Liability
PLEASE NOTE YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE :
Certain exercises and manual techniques involve the possibility of injury in some circumstances.  To minimise the risk of injury we recommend that you carry out the Techniques in the manner and order demonstrated in the Online Screening Tool.  Furthermore, we recommend that no individual should carry out the techniques or receive the Techniques unless they are in good health and are generally pain-free.  For the avoidance of doubt the Online Screening Tool should not to be used if any of the Techniques (or movement generally) produces pain, the expectation of pain or if the Techniques cannot be performed with relative ease.  In any event, if the individual upon whom the Techniques are being performed, experiences pain, discomfort or feels unable to complete or continue the relevant movement we recommend that you immediately stop performing the Techniques.
The provision of the Online Screening Tool  and the Website is made available to you by us strictly on the basis that you must make your own assessment as to the suitability of the use of the Online Screening Tool having regard to your own circumstances and the circumstances of the third parties upon whom you intend to perform the Techniques.  Given the foregoing, you acknowledge and accept that the content and Results provided by the Online Screening Tool are provided for information purposes only and should not be treated as professional medical advice or opinion.
You hereby acknowledge and accept that we are not in a position to assess the individual needs of each Purchaser and the third parties upon whom you intend to perform the Techniques. 
We recommend that in each case you (and the third parties upon whom you intend to perform the Techniques) seek professional medical advice before carrying out the Techniques and utilising the Online Screening Tool.  We do not recommend performing the Techniques in any of the following circumstances: i) the individual is under 18 without parental or legal guardian consent; ii) the individual is pregnant (or suspects that she might be pregnant); iii) the individual has recently given birth, miscarried or terminated a pregnancy; iv) the individual is breast-feeding; v) the individual has a pre-existing injury or has recently had surgery and is still experiencing pain or disability following such injury and/or surgery; or vi) the individual has recently suffered health problems.
Having regard to the above you hereby acknowledge and accept that you are engaging in use of the Online Screening Tool voluntarily and entirely at your own risk.  You assume all risk of injury to yourself and the third parties upon whom you are carrying out the Techniques.  You agree to fully indemnify us and keep us fully indemnified against any claims or actions for any damage, loss, claims injury, costs or expenses (howsoever arising and whether direct or indirect) suffered by us as a result of you or any third party using the Online Screening Tool and/or carrying out (or attempting to carry out) the Techniques.
The Company's Liability in respect of the Online Screening Tool and Website
Insofar as the law allows, we shall not be liable for any damage, loss, claims, injury, costs or expenses (howsoever arising) whether it be direct, indirect, special, incidental, consequential) caused to you or third parties by your use of the Techniques, Online Screening Tool and/or the Website.  Your sole remedy (and our entire financial liability to you) in respect of any such damage, loss, claims, injury costs or expenses shall be to recover the price paid for the Online Screening Tool and/or to discontinue use of the Website.  For the avoidance of doubt, we shall not be liable for loss of profits, loss of goodwill, loss of data, loss of anticipated savings, loss of business opportunity.
YOU AGREE THAT THE LIMITATION OF LIABILITY CONTAINED IN THIS CLAUSE 8 IS REASONABLE IN ALL THE CIRCUMSTANCES.
The Online Screening Tool
We shall provide the Online Screening Tool using reasonable skill and care.  However, we are not responsible for the accuracy, completeness or reliability of any information provided in or via the Online Screening Tool.
We make no warranty as to the suitability of the Online Screening Tool for your purposes. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to implied warranties as to fitness for purpose. 
You carry out the Techniques and utilise the Online Screening Tool at your sole risk.  We accept no liability for any damage, loss, claims injury, costs or expenses (howsoever arising) suffered by the Purchaser or any third party as a result of the Purchaser or any third party using or carrying out (or attempting to carry out) the Techniques or utilising the Online Screening Tool or otherwise.
Due to the individuality of people we do not guarantee the accuracy of Results.
We shall not be liable for any delay or failure in making the Online Screening Tool available which results directly or indirectly from acts of a third party including but not limited to our internet service provider, online application provider or website host.
The Website
We shall use reasonable endeavours to make the Website available.  However, you acknowledge and accept that by its nature internet based technology is insecure and uninterrupted service cannot be guaranteed.  You further acknowledge and accept that from time to time it will be necessary for us to carry out necessary maintenance in respect of the Website resulting in occasional periods of downtime.  Although we will use reasonable endeavours to minimise such downtime periods we make no representations or warranties to you in respect of the Website (or its content).
For the avoidance of doubt we shall not be responsible for any issues that may arise if you download software from an external third party website or upgrades your browser software to enhance usage of the Website.  Furthermore we do not control and are not responsible for what other users post or transmit on the Website and any reference to products or services does not constitute or imply our endorsement or recommendation of the same.
Nothing contained in this clause 8 excludes or limits our liability for death or personal injury caused by our negligence or for fraud.

10.    Your Warranties And Liability
You represent and warrant that they are 18 years old or above.
You shall be responsible for the use of your Online Account and for any activity which takes place on the Online Account.  You should therefore ensure that your Online Account log-in details (including user name and password) are kept confidential at all times.  Do not disclose these details to a third party (knowingly or unknowingly).  In the event that log-in details for your account are revealed to a third party you should notify us immediately.
You shall, at all times, comply with these Terms and Conditions and will only utilise the Online Screening Tool and the Website for the purposes anticipated by these Terms and Conditions.
You hereby acknowledge and accept that prior to attempting any of the Techniques that you shall be suitably qualified to participate in the Techniques (including but not limited to the performance of the Techniques on third parties). 
You represent and warrant that you have secured all consents, permissions and licences legally required of you or recommended by competent authorities prior to carrying out the Techniques. 
You shall make all relevant payments to us in a timely manner and in accordance with the provisions of these Terms and Conditions.
You agree that in entering into a contract with us and opening an online account that you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms and Conditions or (if you did rely on any representations, whether written or oral, not expressly set out in these Terms and Conditions) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability otherwise than pursuant to the express terms of these Terms and Conditions.
You shall ensure that all information and/or materials provided by you to us or posted by them (the "User Content") on the Website is true, accurate, complete, owned by you (or that you have permission to post such information and/or materials) in its entirety and that it is free from virus or other malicious computer codes.  Furthermore, you warrant and represent that the User Content shall not infringe the intellectual property rights  or other rights of any third party. 
You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any claims, threatened or made against us arising as a result of your non-compliance with any of their representations, warranties or obligations set out in these Terms and Conditions.
You will notify us immediately and in writing in the event that you are notified of any claims or causes of action arising from performance of the Techniques and/or use of the Online Screening Tool.

11.    Insurance
You shall ensure that you have appropriate insurance cover in respect of any liability you may incur as a result of carrying out the Techniques and using the Online Screening Tool. 

12.    Should You Have A Complaint
If you experience problems in respect of the Online Screening Tool and/or the Website please refer your query or complaint to an authorised representative of the Company (contact details set out above), who will use reasonable endeavours to resolve the problem as soon as possible.

13.    Use of Data and the Company's Privacy Policy
The Data Protection Act 1998 is designed to protect individuals about whom information is entered and stored on computer and other systems.  Accordingly, it lays down strict standards of accuracy, relevance and care of such data including how it may be divulged.  Any data about individuals which you enter onto the Website directly or include in any message to us will be subject to the Data Protection Act 1998.  You are responsible for its accuracy and relevancy and you must have the authority to disclose it and for us to utilise it for the purposes of any transaction concluded for or by you through the Website.  Please direct any queries regarding data to an authorised representative of the Company at admin@theperformancematrix.com.
We will collate the information which you give to us in the online purchase form to enable it to provide the services referred to in these Terms and Conditions.  This information may contain "sensitive personal data" (as defined in the Data Protection Act 1998).  By giving us this information, you consent to our use of it in order to process your requests and provide the Online Screening Tool and/or the Website.  It will be necessary to forward your data to certain third parties in order for us to provide the Online Screening Tool and/or the Website.  By entering into this contract you are giving us approval to forward that data to such third parties as we deem necessary in order for us to do so. 
Please click on the relevant link within the online purchase form to view our full Privacy Policy.

14.    Termination
We shall be entitled to immediately terminate this contract and immediately close your Online Account, upon providing you with written notice if you commit a material breach of the provisions hereof or a series of breaches which when viewed together are considered by us (as we may in our sole discretion determine) to amount to a material breach hereof provided always that we may, in our sole discretion, elect to allow you to rectify the breach within 5 working days.

15.    Force Majeure
We shall not be liable for any delay or failure in providing the Online Screening Tool and/or the Website which results directly or indirectly from acts of nature, forces or causes beyond our reasonable control including but not limited to technology failure, power failures, strikes, labour disputes, riots, terrorism, insurrections, civil disturbances, vandalism, fires, floods, storms, adverse weather conditions, disease, pandemic, explosions, acts of God, war, governmental actions or orders of court.

16.    Notices
Any notice required to be given pursuant to these Terms and Conditions shall be in writing, and shall be sent to the other party marked for the attention of an authorized representative of the Company and for the attention of the purchasing contact at the Purchaser or User address.  Notices may be sent by first-class mail or fax, provided that faxes are confirmed within 24 hours by first-class mailed confirmation of a copy.  Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed faxes (provided valid proof of correctly and properly delivered faxes shall be deemed to have been received instantaneously on transmission, provided that they are confirmed as set out above.

17.    General
17.1    Any reference to the singular includes the plural and vice versa, and reference to a gender includes the other genders unless the context requires otherwise.  Reference to a "person" includes any individual, firm, unincorporated association or body corporate.
17.2    The headings in this Agreement are for convenience only and shall not affect its interpretation.
17.3    These Terms and Conditions constitute the entire agreement between us and supersede all prior agreements, arrangements or understandings (both oral and written) between us relating to the subject matter of this Agreement.  If any provision of this Agreement is held by any court or other competent authority, to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
17.4    You are strictly prohibited from sub-licensing or assigning the benefit of the Online
Screening Tool (including but not limited to the benefit of your online account) and/or sub-licensing or assigning this contract. 
17.5    No delay by us in enforcing our rights against you shall prejudice or restrict our rights, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
17.6    A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
17.7    The contract governed by English Law.  Both parties agree to submit to the exclusive jurisdiction of the English Courts.