Terms and Conditions for SmileFast Seminars
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. About us
1.1 Company details. SmileFast USA Inc (we, us, or SmileFast USA) is a company registered in the United States and our registered office is at 80 E Industrial Road, Lodi, NJ, 07644.
1.2 Contacting us. To contact us, please either:
(a) telephone our customer service team on +1 888 240 9640;
To give us formal notice of any matter under the Contract, please see clause 17.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order placed by you, and the supply of a training course by us (Contract or Booking). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print off a copy of these Terms or save them to your computer
for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. You may place an order by communicating your intention to place an order to us, either by phone, email or otherwise. Each order is an offer by you to book onto one of our courses (Course) subject to these Terms.
(b) email us at email@example.com; or
(c) write to us at 80 E Industrial Road, Lodi, NJ, 07644.
3.2 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate to the course confirmed in the Order Confirmation, but where you book onto an alternative course in accordance with clause 5, the Contract will relate to that alternative course.
3.3 If we cannot accept your order. If we are unable to book you onto the course set out in your order, we will inform you of this by email, and we will not process your order. If you have already paid for the course referred to in your order, we will refund you the full amount.
4. Cancelling your Booking
4.1 You may cancel your Booking, if you notify us in accordance with clause 4.3, at least 90 days before the start of the Course, and in those circumstances, you will receive a full refund, less an administration fee of 20% of the Charges.
4.2 If you wish to cancel your Booking less than 90 days prior to the start of the Course, the Charges will remain payable in full, and no refunds will be issued.
4.3 To cancel your Booking, you must either:
(a) email us at firstname.lastname@example.org;
(b) call our Customer Services team on +1 888 240 9640; or
(c) write to us at 80 E Industrial Road, Lodi, NJ, 07644, and
If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date we receive it.
4.4 When issuing a refund, we will process your refund by the method you used for payment.
5. Course transfers
5.1 You may amend your Booking by booking onto an alternative course at any time, by following the procedure set out in clause 5.3.
5.2 Where we receive your notice less than 14 days before the start of the Course, then unless your place on the Course is booked and paid for by another customer of ours, a transfer fee of 20% of the Charges will be levied.
5.3 To book onto an alternative course, you must email us at email@example.com, and your change request is effective from the date we receive it. Please include details of your order to help us to identify it. We will then provide you with suitable alternatives. If there are no suitable alternatives, you may cancel your Booking in accordance with clause 4.
5.4 You are entitled to change the Course no more than once per Booking.
6. Our courses
6.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the course described in them. They will not form part of the Contract or have any contractual force.
6.2 Compliance with course descriptions. A description of the Course may be set out on our website. Subject to our right to amend the description (see clause 6.3) we will deliver the Course to you in accordance with any descriptions appearing on our website, at the date of your order in all material respects.
6.3 Changes to descriptions. We reserve the right to amend the description of the Course (including without limitation the venue, and any nominated trainers), if required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Course.
6.4 Reasonable care and skill. We warrant to you that the Course will be provided using reasonable care and skill.
6.5 Course Materials. All courses include course materials, lunch and refreshments.
6.6 Course instructions. We will issue instructions to you regarding the Course you have booked approximately two to four weeks prior to the start of the Course. Those instructions will include an outline of the day, venue details, maps and details of local hotel. If you have not received your course instructions seven days prior to the start of the Course, please call +1 888 240 9640. It is your responsibility to ensure that you have received your course instructions. We will not be held responsible for, and refunds will not be issued in respect of, you failing to receive your course instructions.
6.7 Dress codes. There are no dress codes for the Course, but we would recommend dressing in smart-casual clothing. Our rooms are air conditioned, so warm clothing is also advised.
6.8 Substitutions. If you are unable to attend the Course, you are entitled to appoint a substitute to attend the Course on your behalf, by notifying us by email at firstname.lastname@example.org, not less than 48 hours prior to the Course start date.
6.9 Accommodation. The Course does not include accommodation. You are responsible for arranging, and paying for, any accommodation required by you to attend the Course.
6.10 Invitation letters. Invitation letters can be provided to you, provided all Charges have been paid in full.
6.11 Visas. If you are travelling to the UK from abroad to attend the Course, we cannot be held liable for your ability to obtain any necessary visas. If you have made a visa application for the purposes of attending the Course, and your application has been declined, we will issue you with a full refund of the Charges, subject to providing us with appropriate evidence.
6.12 Special requirements. If you have any special requirements, you must notify us at the time of placing your order. We cannot be held liable for failing to accommodate any special requirements that are not notified to us at the time of placing your order.
6.13 Non-attendance. If you fail (or your substitute fails, as the case may be) to attend the Course, then unless you have provided us with at least than 14 days’ written notice of
your non-attendance, you will not be entitled to a refund, nor will you be entitled to transfer the Course to another date in accordance with clause 5.
7. Your obligations
7.1 It is your responsibility to ensure that:
(a) the terms of your order are complete and accurate;
(b) you cooperate with us in all matters relating to the Course; and
(c) you provide us with such information and materials we may reasonably require in order to deliver the Course, and ensure that such information is complete and accurate in all material respects.
7.2 If our ability to deliver the Course is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):
(a) we will be entitled, at our option, to:
(i) cancel your Booking with immediate effect by notifying you in writing;
(ii) suspend your Booking with immediate effect by notifying you in writing, until you remedy Your Default; and
(iii) rely on Your Default to relieve us from our obligation to deliver the Course to you;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure to deliver the Course to you; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
8.1 In consideration of us delivering the Course to you, you must pay our charges (Charges) in accordance with this clause 8.
8.2 The Charges are the prices quoted on our site at the time you submit your order.
8.3 If you wish to change the Course after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.4 We take all reasonable care to ensure that the prices stated for our courses are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of a course you booked.
8.5 Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.6 It is always possible that, despite our reasonable efforts, some of our courses on our site may be incorrectly priced. If the correct price for a course is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error, and we will give you the option of continuing to purchase that course at the correct price, or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the course and refund you any sums you have paid.
9. How to pay
9.1 We will send you an electronic invoice at the same time as issuing our Order Confirmation.
9.2 Payment of the Charges must be made:
(a) within 7 days of the date of the invoice, or before the start of the Course (whichever is sooner); and
(b) using one of the payment methods set out in the invoice.
9.3 For any failed or cancelled payments, a $20 administration fee will be levied.
9.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), then:
(a) you will not be entitled to attend the Course; and
(b) you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.1 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
If a problem arises or you are dissatisfied with the Course, please contact us using the contact details set out above.
11. Intellectual property rights
11.1 All intellectual property rights in or arising out of or in connection with the Course (other than intellectual property rights in any materials provided by you) will be owned by us.
11.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Course to you.
12. How we may use your personal information
12.1 We will use any personal information you provide to us to:
(a) Deliver the Course;
(b) process your payment for the Course; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
13. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
13.2 Subject to clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of use or corruption of software, data or information;
(d) loss of or damage to goodwill;
(e) any indirect or consequential loss; and
(f) you any specific actions taken by you or any third party, as a result of information or views expressed on the Course, or set out in the course materials. All opinions expressed by the trainer conducting the Course, are the opinions of the trainer, and are not the opinions of SmileFast.
13.3 Subject to clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
13.4 This clause 13 will survive termination of the Contract.
14.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract.
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15. Termination, consequences of termination and survival
15.1 Termination. Without limiting any of our other rights, we may cancel your Booking with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
15.2 Consequences of termination
(a) On termination of your Booking:
(i) you will not be entitled to attend the Course; and
(ii) you must return all of Our Materials that have been delivered to you. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with your Booking.
(b) Termination of your Booking will not affect your or our rights and remedies that have accrued as at termination.
15.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16. Pandemics, and other events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by a pandemic, or by any other act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects our ability to deliver the Course, our only obligations and liabilities towards you will be:
(a) to contact you as soon as reasonably possible to notify you; and
(b) to offer alternative courses for you to attend.
16.3 If is your responsibility to find a suitable alternative course, and you will not, under any circumstances, be entitled to a refund of the Charges, if we are unable to deliver the Course as a result of an Event Outside Our Control.
17. Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
18.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you (for example, by posting on our website) if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.