STANDARD TERMS OF BUSINESS

Interpretation

The definitions and rules of interpretation in this clause apply to these Terms.

Contract: the contract between you and us for the supply of Services in accordance with these Terms.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Services:  the services that we are providing to you on these Terms.

Terms: the terms and conditions set out in this document.

Writing or Written: includes email, text and social media chats 

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

The headings do not affect the interpretation of these Terms.

Basis of Agreement

1. 1. These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
   2. These Terms shall become binding on you and us and a contract shall be formed between us upon you instructing us to commence work in relation to the Services (whether in writing, (including by email) or orally), whichever is the earlier.
   3. These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.
2. Services
   1. I agree to provide Health & Wellness Coaching Services

1. 2. All the Services will be provided with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in the CLIENT AGREEMENT provided but these dates are estimates only and if we fail to meet these dates you shall not have any legal rights in relation to this.

1. 3. Other than as set out in clause above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, I do not guarantee any particular results.

1. 4. Scope of Practice is limited to the services outlined in the CLIENT AGREEMENT

1. 5. A Health & Wellness Coach is a mentor, motivator, and guide that focuses on helping people improve their overall health using a positive and preventative approach. A Health & Wellness Coach’s role includes supporting people through lifestyle changes following a coaching protocol that uses motivational interviewing and client-led methods. Coaching areas may include self-care, eating habits, healthy lifestyle choices, life purpose and career exploration, and stress management skills.

1. 6. A Certified Health & Wellness Coach is not a licensed professional and does not prescribe, treat or diagnose illness.

1. 7. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our delivery do not form part of the Contract and are for illustration purposes only.

3. Fees and Booking
   1. The charges for the Services are as set out in CLIENT AGREEMENT between us on an individual coaching basis and not to be shared with other users     
   2. Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in CLIENT AGREEMENT between us
   3. Additional services will be provided for an agreed hourly rate as defined in the CLIENT AGREEMENT
   4. If you are purchasing the Services as a consumer (namely you are not purchasing the Services wholly or mainly in the course of a trade, craft, profession or business) then the following applies:
   5. You have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at:  steph@stephanielee.co.uk.
   6. To meet the cancellation deadline, it is sufficient for you to send your    communication exercising the right to cancel before the cancellation period has expired.
   7. If you cancel this agreement, a refunded will be issued within 14 days after the date on which we were informed about your decision to cancel this CLIENT AGREEMENT subject to compliance to the cancellation policy
   8. If you cancel the CLIENT AGREEMENT before the services have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full provision of the CLIENT AGREEMENT
   9. A full refund will only be provided if the CLIENT AGREEMENT is cancelled prior to any coaching activity being undertaken
   10. If you are not purchasing the Services as a consumer (namely you are purchasing the Services wholly or mainly in the course of a trade, craft, profession or business) the provisions of clause 3.4 above shall not apply. 
   11. You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Sessions.
   12. For Services where fees are payable in one single payment, we will invoice you for the fixed price.
   13. Where the fees are to be made by a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the CLIENT AGREEMENT between us
   14. All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
   15. You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within 7 days of the date of the invoice.
   16. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
       1. charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the STARLING Bank accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment) and you shall pay the interest immediately on our demand; and
       2. suspend all Services until payment has been made in full.
4. Other activities
   1. Nothing in these Terms shall prevent us from being involved in any way in activity outside the CLIENT AGREEMENT or any other activity as long as that does not cause us to breach any of our obligations under these Terms.
5. Confidential information and our materials
   1. Information in whatever form relating to you and your affairs that are confidential to you including but not limited to:
   2. information that I obtain in connection with the provision of the Services and
   3. the fact that I am providing the Services to you.
   4. We acknowledge that we will have access to confidential information about you, your lifestyle, your employment, your suppliers and your customers in the course of providing the Services.
   5. We shall not use or disclose to any third party any such confidential information, except where we need to in order to properly perform the Services.
   6. You will keep strictly confidential all information about our business, our suppliers and our customers.
   7. The restrictions in clauses relate to all services provided under the CLIENT AGREEMENT and do not apply to:
   8. Any use or disclosure required by law.
   9. Any disclosure authorized by the party who owns the confidential information
   10. Any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).
6. Data protection
   1. You consent to our holding and processing data relating to you for legal, coaching, personnel, administrative, management purposes.
   2. You consent to our making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of us or any part of our business.
7. Intellectual property
   1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Services and any materials provided as part of the Services and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Services or such materials.
   2. You grant to us a non-exclusive perpetual, worldwide, royalty free license to use all or any of your Intellectual Property Rights in any materials or content you submit to us.
   3. You acknowledge that, where we do not own any of the materials or content which we submit to you, your use of rights in such materials or content is conditional on our obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle us to license such rights to you.
8. Termination
   1. Notwithstanding the provisions relating to Cancellation of the CLIENT AGREEMENT we reserve the right to terminate this CLIENT AGREEMENT with 2 weeks’ notice for any reason with no liability to provide any further services to you.
   2. You may terminate this CLIENT AGREEMENT if we commit any serious or repeated breach or non-observance of any of the provisions of this CLIENT AGREEMENT and such breach is not remedied within 14 days of notification of breach.
   3. Notwithstanding the provisions relating to Cancellation of the CLIENT AGREEMENT we may terminate this CLIENT AGREEMENT with immediate effect with no liability to provide any further services to you if at any time:
      1. You fail to make a payment when due and payable under this CLIENT AGREEMENT.
      2. You commit any gross misconduct affecting our business.
   4. You commit any serious or repeated breach or non-observance of any of the provisions of this CLIENT AGREEMENT
   5. You commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially averse to our interests.
   6. Our rights under this clause are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
   7. We shall not be obliged to retain documents and information relating to you after termination of this CLIENT AGREEMENT.
9. Obligations on termination
   1. On termination of the CLIENT AGREEMENT, you shall immediately pay to us any unpaid fees or other sums payable under the CLIENT AGREEMENT
   2. Termination will not affect either of our outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.
10. Status
    1. Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.
11. Limitation of Liability
    1. Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the CLIENT AGREEMENT (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
    2. In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
    3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses incurred by you that arise from such prevention or delay.
    4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
    5. This clause, and the indemnity it describes shall survive termination of the CLIENT AGREEMENT.
12. Notices
    1. All notices sent by you to us must be sent to Stephanie Lee, Trading As Heron Wellness,  14 Pottery Lane, Lount, Ashby del la Zouch, Leicestershire, LE651SN or by email to steph@stephanielee.co.uk.
    2. We may give notice to you at either the e-mail or postal address you provided to us.
    3. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter.
    4. In proving the service delivery of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
13. Assignment and subcontracting
    1. We may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms.
    2. You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
14. LIMITATION ON LIABILITY

14. 1.  Nothing in this clause shall limit liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.
    2.  Heron Wellness, its founder and agents shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and me providing the Services.
    3. Total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
    4. If I am prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of my control, I shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
    5. The provisions of this clause 22 shall survive termination of this agreement.
15. FORCE MAJEURE

15. 1. I shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.
16. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
    1.  You acknowledge and agree that:
       1. This agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent)
       2. In entering into this agreement, you have not relied on any Pre-Contractual Statement
17. VARIATION

17. 1. No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
18. COUNTERPARTS

18. 1. This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
19. THIRD PARTY RIGHTS

19. 1. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
20. GOVERNING LAW AND JURISDICTION

20. 1.  This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
21. General
    1. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
    2. If we delay in exercising any rights under these Terms or by law, that shall not constitute a waiver of such right or prevent us from exercising that right at a later date.
    3. We may vary these Terms at any time (other than in relation to the fee to be charged).
    4. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
    5. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and we both agree to the exclusive jurisdiction of the English courts.