Terms of Service — Elevate Your Wellbeing

Terms & conditions

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Memberships

Membership Terms and Conditions

1. Application of terms and conditions

1.1. These terms and conditions (“Terms”) apply to RISE & SHINE WELLBEING MEMBERSHIP and/or the ELEVATE YOUR WELLBEING MEMBERSHIPS (“Membership”) operated by ELEVATE YOUR WELLBEING LTD (“we” or “us”). By applying to be a member of our Membership, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.

1.2. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website www.elevateyourwellbeing.uk/privacy-notice (“site”)).

1.3. Any content posted or submitted by you to our site [or to our Facebook Group] in the course of your Membership is subject at all times to the Acceptable Use Policy.

1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

The agreement is between us and you, the person or entity registering to be a member (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the membership and shall continue until terminated in accordance with these Terms.

If you are purchasing online, the order process will be as follows:

add the membership to the cart and proceed to the checkout and make payment as directed;

if you are paying by Stripe, you will be re-directed to the Stripe website for you to make payment and then once payment is made, you will be re-directed back to our site;

we will send you an email acknowledging your order and confirming whether we have accepted your application.

If at any stage you have made an error in your order, you may email us at hello@yogawithrach.co.uk to correct any errors.

If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.

2. Membership

2.1. There are 2 of levels of Membership as follows:

Monthly in which you pay a minimum of 12 monthly payments.

Annually in which you pay 1 payment per year of your membership (RISE & SHINE WELLBEING MEMBERSHIP ONLY).

We may at our absolute discretion refuse membership to any person or entity and we shall not be obliged to state our reasons for such refusal.

Memberships shall continue unless they are terminated by either of us in accordance with clause 7 below.

You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorized use of your account.

The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.

You may only communicate with the other members in the membership for the purposes of making use of the membership and may not make unsolicited promotions of your goods or services to such members.

The materials we deliver as part of your Membership do not in any way constitute advice or recommendations. We are providing training and guidance only. We are not able to advise you on your individual circumstances.

3. Programme

3.1. The date and time of all sessions in the Programme are as set out on the site or as otherwise communicated to you, but are subject to change. We will provide you with as much notice of any change as is possible, but we shall not be liable to you in any way for any change to such dates or times. Please check the site [or our Facebook Group] regularly for updates on changes to dates and times.

If you can’t attend a live Session, we shall provide you with a replay to watch at your convenience. We shall not be obliged to refund you any amounts paid in relation to such live sessions that you don’t attend.

4. Payment

4.1. The total price payable for the Membership is as set out on the payment form via Stripe. Where there is a minimum term of 12 months, this shall also be set out on the order form. You may make payment via the methods that are specified on the order form. Where the payments are stated on the order form to be made in instalments or are recurring payments, you agree that we may take these payments automatically without any further consent or notice from you. If you are paying in monthly instalments, payments will be taken on the date of registration and on the same date of subsequent months so for example if registration is on 28 May, the next payment will be taken on 29 June.

4.2. Where your order is for an annual [12 month] membership, your membership shall continue on the date falling 12 months after the date of payment.

4.3. INTEREST CLAUSE

Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may 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 Bank of England, 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. We reserve the right suspend the Membership until such time as payment is made or the Contract is terminated.

4.4. The total price payable as set out in the order form is inclusive of Value Added Tax.

4.5. All payments are non-refundable other than as set out in paragraph 7.2 and 7.3 below.

5. Our obligations

5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the purpose for which you purchased the Membership.

5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. [Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.]

5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.

5.4. You acknowledge that your personal data will be processed by and on behalf of us. We will process your personal data in accordance with our Privacy Policy that can be viewed at www.elevateyourwellbeing.uk/privacy-notice

6. Intellectual Property

6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) [and all content within the Programme] and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials [or the content of the Programme] to you or to any other person.

6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.

6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Membership was provided only.

6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.

6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.

6.6. We may from time to time record any or all or any part of the Materials being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent.

6.7. You acknowledge that certain information contained in the Materials is already in the public domain.

6.8 You acknowledge that the ideas and concepts shared by us within the membership and the method of running the membership are proprietary to us and you shall not take any such ideas, concepts or methods and use them in competition with ur or for your own commercial gain.

6.9. The provisions of this paragraph 6 shall survive termination of the Contract.

7. Term and termination

7.1. The Contract shall continue until your membership expires, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.

7.2. If you are purchasing as a consumer (as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 – namely you are buying the membership as an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession, the following shall apply:

7.2.1 you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at hello@yogawithrach.co.uk To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and

7.2.2 notwithstanding paragraph 7.2.1 above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and

7.2.3 in relation to the provision of any services under this Contract:

7.2.3.1 you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and

7.2.3.2 if you cancel the Contract 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 coverage of the Contract.

7.3 If you are not purchasing the membership as a consumer, the above provisions shall not apply.

7.4 After any initial membership term (as stated on the order form) has expired, you may terminate your Membership and the Contract at any time by emailing us at hello@yogawithrach.co.uk. Subject to paragraph 7.2 above, no refunds will be provided. Where you have set up recurring payments, it is your responsibility to terminate these payments.

7.6. Notwithstanding the provisions of this paragraph, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:

7.6.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or

7.6.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or

7.6.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.

7.7. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).

7.8. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

7.9. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.

7.10. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.

7.11. This paragraph 7 shall survive termination of the Contract.

7.12. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.

8. Liability

8.1. We 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 the you as a result of you entering into the Contract and/or us providing the Membership.

8.2. Our 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 the Contract shall in all circumstances be limited to the price paid by you for the Membership.

8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control (including illness or incapacity), we 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.

8.4. We may, without any liability to you or any obligation to make a refund, make changes to (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions, (v) trainers, instructors or coaches or (vi) the modality of delivery of the membership.

8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

8.6. The provisions of this paragraph 8 shall survive termination of the Contract.

8.7. You acknowledge and agree that:

8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);

8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.

9. General

9.1. By applying for Membership you warrant that:

9.1.1. You are legally capable of entering into binding contracts; and

9.1.2. You are at least 18 years old; and

9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.

9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.

All notices sent by you to us must be sent to ELEVATE YOUR WELLBEING LTD at hello@yogawithrach.co.uk. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service 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 first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

If any court (or other 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.

If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

[Except as set out in these Terms, any variation to these Terms or to the contract between you and us shall only be binding when agreed in writing and signed by us.] OR [ We may vary these Terms (other than the price payable by you for the Membership) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.]

You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

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.

These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.

Elevate Your Wellbeing 1:1 Coaching

COACHING AGREEMENT

1. Term of engagement

1.1 You are engaging me as a WELLBEING coach to provide coaching services (Services) on the terms of this agreement as specified in the Schedule to this Agreement.

(a) This contract between us will commence on the date you sign this agreement and will continue either until all of the Services have been performed or unless and until terminated by either of us giving [2 weeks’] notice to the other in writing to the relevant address set out above.

2. Sessions and cancellation

2.1 Each appointment at which the Services are provided (Session) will last for a maximum of [one hour] and will either take place [over the telephone/ internet or at my office unless we agree to an alternative venue (such as a local hotel).

(b) Where Sessions are held in third party venues, you agree to comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with such policies and rules (and I shall not be obliged to refund you any amounts paid in relation to such Session).

2.2 You are responsible for your own belongings that you take to a Session and neither I nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.

(c) You agree to reimburse me in full and indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.

2.3 You may cancel a Session by notice in writing, by email or by telephone to the other and the following cancellation fees will be payable by you.

(d) If you cancel a Session then you must pay the following cancellation fees:

(a) no cancellation fee if you cancel a Session more than [7 days] before the start time of the Session; and

i) a 50% cancellation fee if you cancel a Session 7 days before the start time of the Session but more than 48 hours before the start time of the Session; and

(b) 100% cancellation fee if you cancel the Session on or less than [48 hours] prior to the start time of the Session.

2.4 I may cancel a Session by providing notice to you and if I do so, I will re-schedule the Session to the earliest mutually convenient time.

3. Duties of Coach

3.1 I shall provide the Services with due care, skill and ability.

(f) Other than as set out in clause 3.1 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.

4. Fees

4.1 In consideration of me providing the Services to you, you will pay me a fee for each Session inclusive of VAT as set within the payment link provided.

4.2 As 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), the following applies:

(a) you have the right to cancel this agreement within 14 days of the date of this agreement by emailing us at hello@yogawithrach.co.uk or by using the form of cancellation annexed to this agreement at Annex 1. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Contract; and

i) notwithstanding paragraph 4.3(a) above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and

(b) in relation to the provision of any services under this Contract:

(i) you hereby request immediate performance of the Contract and acknowledge that you will lose your right of withdrawal from the Contract once the service contract is fully performed; and

(1) if you cancel the Contract 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 coverage of the Contract.

4.3 If you contact me between scheduled Sessions then I may at my discretion provide a brief response to you free of charge. If however I consider that more time is needed to deal appropriately with your communication then I may either:

(a) advise you to arrange an additional Session (at the fees set out in Clause 4.1 above); or

ii) inform you of the time I would need to spend in responding to you and the fee which would be payable by you for such a response. I will obtain your approval to such fee before incurring any fees.

4.4 I will invoice you quarterly in advance for the fees set out in this Clause 4 (together with VAT which shall be charged in addition to the fees, where appropriate).

(h) You shall pay each of my invoices in full and in cleared funds [on presentation of the invoice]/ [within [7 days] of the date of the invoice] to the bank account nominated in writing by me.

4.5 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.

(i) Without prejudice to any other right or remedy that I may have, if you fail to pay me on the due date, I may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of the Bank of England accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and

i) suspend all Services until payment has been made in full.

4.6 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

5. Confidential information

I acknowledge that in the course of providing the Services I will have access to Confidential Information. Confidential Information means: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Services and (ii) the fact that I am providing the Services to you.

5.1 I agree not to (except in the proper course of my duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by you or required by law;

ii) any use or disclosure which I in my absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or

(b) any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.

(j) You may disclose to third parties such information about the Sessions as you wish.

6. Data protection and Intellectual Property

6.1 You acknowledge that your personal data will be processed by and on behalf of me as part of me providing you with the Services. I will use and process your personal data in accordance with my Privacy Notice that you can view at https://elevateyourwellbeing.uk/privacy-notice

(k) I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.

6.2 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that I use in the Sessions.

(l) I grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.

6.3 You may not without my prior written consent make any audio or visual recordings of all or any part of our Sessions.

7. Obligations on termination

7.1 On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.

7.2 Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

(n) Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).

8. Status

The relationship between us will be that of independent contractor and nothing in this agreement shall render me your employee, worker, agent or partner.

9. Limitation on Liability

9.1 Nothing in this Agreement shall limit my liability for death or personal injury caused by my negligence or for my fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

(o) I 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.

9.2 My 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.

(p) 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.

9.3 The provisions of this clause 9 shall survive termination of this agreement.

10. Force majeure

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.

11. Entire agreement

You acknowledge and agree that 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).

12. Variation

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

13. Counterparts

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.

14. Third party rights

14.1 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.

(q) 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.

15. Governing law and jurisdiction

15.1 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.

(r) 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).

16. Interpretation

16.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Services and (ii) the fact that I am providing the Services to you.

16.2 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.

Retreats, Workshops & Events

WORKSHOP, RETREATS & EVENTS TERMS AND CONDITIONS

The following terms and conditions apply to all companies and or persons or other entities (“you”) that are attending any workshop, retreats or events (“Event”) organised by Elevate Your Wellbeing Ltd (“we” or “us”). Please ensure you have read and understand the following:

1. Acceptance of terms and conditions

By completing the registration form for a particular event, you are agreeing to the terms and conditions set out below (“Terms”) and they will be incorporated into the contract between us (“Contract”). You will ensure that your employees, partners, agents, contractors, subcontractors and any other person attending the event on your behalf shall comply with these Terms. The Contract is formed when we send you a booking confirmation.

2. Payment

The fee for attending the event (“Registration Fee”) will be as stated on the registration form from for the relevant event from time to time. Prices are inclusive of VAT except where expressly stated otherwise. All payments for the Registration Fee must be made in full at the time of completing the registration form and in any event prior to the date of the event. If payment is not received within 7 days of your registration, your registration will be cancelled and the payment of any refund will be at our complete discretion. Payment will be made via our merchant account provider and you consent to us passing your necessary details to the merchant account provider and to them processing necessary information about you. We reserve the right to run price promotions as we think fit.

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 Order Form] OR [email correspondence between us].

INTEREST CLAUSE

3. Refunds

All tickets for the event shall be non-refundable except as set out in paragraphs 4 and 5 below. However, if you are unable to attend the event for any reason you may email us at hello@yogawithrach.co.uk to provide us with the name of a substitute to attend the event on your behalf and on receipt of this email we shall make such substitution and allow the substitute access to the event. We may at our discretion charge an administration fee of up to £100 for making such substitution.

4. Cancellation

There may be circumstances in which we need to cancel the event. In such circumstances, we will provide you with a full refund of the amount of the Registration Fee that you have paid to us and we will make very effort to provide you with such refund within 60 days of the date of cancellation.

5. Postponement or change to venue

There may be circumstances in which we need to postpone the event or change the venue at which event is to be held and if we do, we shall advise you of this as soon as we possibly can. If the postponement is for more than 6 months after the publicised date of the event or the replacement venue is more than 50 miles away from the publicised venue, you may cancel your ticket by emailing us at hello@yogawithrach.co.uk and we shall provide you with a full refund.

6. Liability

Our sole liability in relation to any cancellation, postponement or change of venue shall be limited to the price paid by you for such event and we shall not be liable under any circumstances for any consequential losses.

FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances [the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations]. If the period of delay or non-performance continues for [4] [weeks], the party not affected may terminate this agreement by giving [60] [days’] written notice to the affected party.

7. Your obligations

If you act in any way which in our opinion is likely to cause any harm or nuisance to any person at the Workshop, Retreat or Event, you will be required to leave the Workshop, Retreat or Event and we shall not be liable to refund your Registration Fee or any other payment.

You must comply at all times with the health and safety policy of the venue. You must comply with all requests from us or the venue with regard to health and safety and failure to do so will result in you being asked to leave the event (in which case no refund will be provided). You may not bring any equipment or items of a hazardous or dangerous nature to the event.

You shall not cause any damage to any part of the venue (including outside areas, and all inside walls, flooring, fixtures and fittings). You are solely liable for any damage caused by you, your employees, contractors, sub-contractors and agents to any such area of the venue and shall fully reimburse us in relation to any damage so caused.

You must keep your personal belongings with you at all times and we accept no liability for any damage to, loss of or theft of any of your belongings or other items brought to the event by you.

8. Promotional materials and materials at the event

We shall not be liable for errors or omissions contained in any promotional materials or other materials used at the event (including names and other contact details of participants who have consented to be named in such materials).

Unless otherwise stated, the copyright for [any such promotional materials and] any materials used at the event (including course notes, slides, brochures, articles and case studies) belongs to us and may not be reproduced in any medium without our prior written consent.

You may use such materials for your own business purposes only and may not reproduce, publish or deal with such materials in any way for any commercial use.

We reserve the right to change the published programme (including the publicised speakers) or materials as we think fit.

9. Photography and filming

We may wish to photograph or film the event and reserve the right to do so for the purposes of promoting future events or otherwise. If you do not wish to be photographed or filmed, please make this known to us before the start of the event and we may require that you sit in a separate section of the room. You may take photographs (but not film) of the event.

10. Data protection

We will communicate with you using the contact details provided on the Registration Form for the purposes of the event. We will use and process your personal data in accordance with our Privacy Notice that you can view at www.elevateyourwellbeing.uk/privacy-notice

11. Tickets

We shall not send you tickets for the event. We will have your name on the attendee list and if you have paid the Registration Fee you shall be provided with access to the event.

12. Travel, accommodation and refreshments

You shall be responsible for making and paying for your own travel and accommodation arrangements to and from the event. If you are late at the event or prevented from attending the event due to travel delays or any other circumstances, we shall not be obliged to provide you with a refund or to wait to start the event until you arrive. Refreshments shall be provided as set out on our website www.yogawithrach.co.uk/dayretreats OR No refreshments are included in your Registration Fee and may be purchased from the venue at an additional cost.

13. Disability, medical conditions and dietary requirements

If you have any disability or medical condition that requires us to make special arrangements for you or any special dietary requirements, please email us at hello@yogawithrach.co.uk as soon as possible and in any event at least 4 weeks prior to the date of the event.

14. Limitations of Liability

Whilst every reasonable precaution is taken by us to ensure security and safety at the event, we shall not in any way be liable for any loss or damage suffered by you whatsoever in relation to the event, save that nothing in these Terms shall be deemed to limit the liability of any person for death or personal injury caused by negligence.

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, any fraudulent misrepresentation or any other liability for which it is unlawful to exclude or limit liability.

Our total liability for any matter arising out of the Contract shall in all circumstances be limited to the price paid by you for the event and we shall not in any circumstances be liable to you for any consequential loss whatsoever.

15. Governing law

These Terms shall be governed by English Law and your hereby submit to the exclusive jurisdiction of the English Courts.

Corporate coaching hourly agreement

Agreed terms

1. Term of engagement

1.1 You are engaging us as a WELLBEING coach to provide coaching services (“Services”) to certain of your employees (“Coachee”) on the terms of this agreement.

2. Sessions and cancellation

2.1 We shall provide such number of Sessions to such Coachees as is specified on our invoice or as agreed in our proposal or email communications between us.

Each appointment at which the Services are provided (Session) will last for a maximum of [one hour] and will take place at your offices (unless we agree to an alternative venue).

2.2 Where Sessions are held in third party venues, you agree to procure that the Coachee shall comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You acknowledge that the Coachee will be required to leave the venue if he or she does not comply with such policies and rules (and we shall not be obliged to refund you any amounts paid in relation to such Session).

Where Sessions are held at your venue, you agree to procure that all facilities reasonably requested by us are available at the requested time and date and you acknowledge that if such facilities are not provided adequately by the requested time and date we may be unable to provide the Session, in which case the amount payable for such Session shall remain due and payable. You further agree to ensure that your venue complies with all Health & Safety legislation and otherwise any applicable laws and regulations and shall indemnify us in relation to the same.

2.3 You acknowledge that each Coachee is responsible for his or her belongings taken to a Session and that neither we nor any third-party venue will be liable for any loss, damage, theft or destruction of any of such belongings.

You agree to indemnify us and keep us indemnified against any claim, costs, charges, expenses, fines, demands, fees (including reasonable professional fees) or any other liability that we suffer arising out of the actions or inactions of a Coachee in relation to the Services provided pursuant to this Agreement.

2.4 Where we are providing one to one Sessions, the Coachee may cancel a Session by notice in writing, by email or by telephone to us no less than [24 hours] prior to the start of the Session.

If a Coachee cancels a Session, the following cancellation fees are payable:

(a) no cancellation fee if a Coachee cancels a Session more than [24 hours] before the start time of the Session; and

the full Session fee if a Coachee cancels the Session on or less than [24 hours] prior to the start time of the Session.

2.5 We may cancel a Session on at least 24 hours’ notice to you or to the Coachee or at any time in the event of circumstances outside of our control. If we cancel a Session, no fee shall be payable for such Session and we will re-schedule the Session at the earliest mutually convenient time. A fee shall be payable for such rescheduled Session.

3. Duties of Coach

3.1 We shall provide the Services with due care, skill and ability.

Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, we do not guarantee any particular results.

4. Fees

4.1 In consideration of us providing the Services to you:

(a) Where we are providing the Services on a rolling hourly basis, you will pay us a fee for each Session per hour inclusive of VAT as stated on the invoice as agreed before the services are confirmed. We will invoice you monthly/quarterly [in advance] for such fees set out in this Clause 4 (together with VAT which shall be charged in addition to the fees, where appropriate).

Where we are providing a set number of hours of the Services as shown in our invoice, you will pay us the total amount set out on the invoice (together with VAT which shall be charged in addition to the fees, where appropriate) in the instalments shown on the invoice.

4.2 If a Coachee contacts us between scheduled Sessions then we may at our discretion provide a brief response to the Coachee free of charge. If however we consider that more time is needed to deal appropriately with such communication then we may either:

(a) advise the Coachee to arrange an additional Session (at the fees set out in Clause 4.1 above); or

inform you or the Coachee of the time we would need to spend in responding to the Coachee and the fee which would be payable by you for such a response. We will obtain your approval to such fee before incurring any fees.

4.3 You shall pay each of our invoices in full and in cleared funds within [7 days] of the date of the invoice to the bank account nominated in writing by us.

You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by the Coachee in connection with the Coachee’s participation in the Sessions.

4.4 You shall reimburse us for all travel, accommodation and other subsistence costs and all other expenses incurred by us in providing the Services, subject to us providing you with valid receipts and/or mileage claims. Mileage shall be reimbursed at 45p per mile for venues over 10 miles from the Services venue. Airplane travel over 4 hours shall be business class. Train travel shall be business class.

Without prejudice to any other right or remedy that we may have, if you fail to pay any invoice on the due date, we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and

suspend all Services until payment has been made in full.

4.5 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

5. Confidential information

5.1 We acknowledge that in the course of providing the Services we will have access to Confidential Information (as defined in clause 16).

We agree not to (except in the proper course of our duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by you or required by law;

any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you, the Coachee or to others; or

(b) any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.

The Coachee may disclose to third parties such information about the Sessions that are confidential to him or her as he or she wishes. However in the event of group Sessions, you shall procure that each Coachee keeps all information that is confidential to other attendees strictly confidential and you shall indemnify us in relation to the same should Coachee disclose such information. We shall not be obliged to disclose any information revealed by a Coachee in a Session to you.

6. Data protection and Intellectual Property

6.1 You acknowledge and agree that your personal data (and the data of each Coachee) will be processed by and on behalf of us as part of us providing you with the Services in accordance with our Privacy Notice that you can view at https://elevateyourwellbeing.uk/privacy-notice. You warrant that you have obtained the consent of each Coachee to us using their personal data to provide the Services and have provided them with a copy of our Privacy Notice.

We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you, to the Coachee or to any other person.

6.2 You shall not at any time (and shall ensure that each Coachee shall not) copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions.

We grant to you and each Coachee a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.

6.3 You shall not (and shall procure that each Coachee shall not) without our prior written consent make any audio or visual recordings of all or any part of our Sessions. We may from time to time make any audio or visual recordings of all or any part of our Sessions either for use as part of the Sessions, for our own internal purposes and for marketing purposes. When using recordings for our marketing purposes, we shall ensure that no confidential information is disclosed. You warrant that you have obtained the consent of each Coachee to us filming and recording them during the Sessions and will let us know immediately if any Coachee withdraws such consent prior to them being filmed.

You agree that we may name you as a client and describe the services as part of a case study for our marketing purposes.

7. Termination

7.1 You may terminate this Contract if we commit any serious breach of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.

Notwithstanding the provisions of clause 1.2 or clause 7.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:

(a) you fail to make a payment when due and payable under this Contract;

you commit any gross misconduct affecting our business;

(b) you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;

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 adverse to our interests;

an order is made for the appointment of an administrator to manage your affairs, business and property;

(d) a receiver is appointed of any of your assets or undertaking; or

you make any arrangement or composition with your creditors or become bankrupt; or

(e) you cease, or threaten to cease, to trade.

7.2 If either of us give notice to terminate this agreement pursuant to clause 1.2, then as soon as reasonably practicable after such notice (and in any event before the date of termination of this agreement), the relevant Coachee(s) shall make themselves available for a final Session.

On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.

7.3 Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).

8. Status

The relationship between us will be that of independent contractor and nothing in this agreement shall render us your employee, worker, agent or partner.

9. Limitation on Liability

9.1 Nothing in this clause 9 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

We 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 us providing the Services.

9.2 Our 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.

If we are prevented from or delayed in performing our obligations under this Agreement by your act or omission or by any circumstance outside of our control, we 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.

9.3 The provisions of this clause 9 shall survive termination of this agreement.

10. Force majeure

We 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 our reasonable control.

11. Entire agreement and previous contracts

You acknowledge and agree that:

(a) 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);

in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 16).

12. Variation

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

13. Counterparts

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.

14. Third party rights

14.1 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.

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.

15. Governing law and jurisdiction

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).

16. Interpretation

16.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including information that we obtain in connection with the provision of the Services.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.

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

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