Sleep Well For Life Programme Terms and Conditions from 6th February 2021
- Definitions and Interpretation
1.1 In this Agreement the following expressions will have the following meanings:
“Client” means the person receiving the Services
“Therapist” means the person who provides the Services
“Company” means Katherine Kent trading as Kate Thorpe Therapy & Coaching
“Fee” means the amount of money in GBP required to be paid the Client in exchange for the Services offered during the course of the Programme
“Lifetime access” means for as long as Kate Thorpe Therapy & Coaching is trading and offering online programmes
“Intellectual Property Rights” means
(a) Any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, Programme materials, database rights, know-how, rights in designs and inventions;
(b) Rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) Rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) The right to sue for past infringements of any of the foregoing rights;
“Programme” means the Sleep Well For Life programme
“Services” means the Therapy and / or Coaching Services by the Therapist for the duration of the Programme
“You” means the Client, and / or the person entering into this agreement
2.1 These Terms and Conditions contain the entire agreement between us and supersede any prior agreement between us relating to their subject matter.
2.2 This Agreement is for delivery of the Programme to the Client as an individual and You warrant that You are not a business or acting in the course of Your business.
2.2 These Terms and Conditions will apply from the date hereof and will continue to apply in relation to any additional Programme or Services we agree to supply to You.
2.3 No amendment to this Agreement will be effective unless evidenced in writing and signed by both of us
2.4 Nothing contained within this Agreement will constitute the relationship of employer and employee between the Client and the Company nor will it constitute any partnership or other legal arrangement between us not contemplated by this Agreement
- Obligations of The Company
3.1 The Company will:
3.1.1 Provide a Therapist capable of delivering the Services
3.1.2 Deliver the Services with reasonable skill and care
3.1.3 Provide an alternative Therapist and will make alternative arrangements with You if for any reason the Therapist assigned to any Programme is not available and the non-availability of a Therapist will not entitle You to take any action for breach of this Agreement
3.2 You accept that the Company does not warrant that it will always be able to supply a Therapist to deal with or complete any Programme within a specific period of time and that time is not of the essence in the delivery of the Programme.
3.3 The Company has the right, at its sole discretion, to change the content of any of the Programme, the dates upon which each part of the Programme is provided and the Therapist.
- Your Obligations
4.1 You must supply the Company with details of any pertinent information, special educational needs or behavioural considerations of the person to receive the Services before the Programme has started.
4.2 You acknowledge and agree that:
4.2.1 The person undertaking the Programme will attend and participate in all parts of that Programme no matter how it is provided and will complete all and any exercises that are advised to be completed as part of the Programme; and
4.2.2 The Company cannot guarantee that any Client will achieve any specific result as a result of participating in or completing the Programme
4.3 If the Company requires any input from You whilst delivering the Programme You will provide the same in a reasonable and timely manner.
4.4 Any delay in the provision of the Programme resulting from Your failure or delay in complying with any of the provisions of this Clause 4 will not be the responsibility or fault of the Company.
4.5 You warrant that You are a consumer and that Your subscription to any Service we offer relates to You as an individual, not in any business capacity
- Fees and Payment
5.1 The Fee will be that shown in https://www.katethorpe.com/sleep-well-for-life
5.2 Once paid none of the Fee nor any part of it is refundable except for the period of the first 14 days from the date the payment or first instalment payment is made
5.3 If You choose to pay for the Programme via instalments then the total fees including any instalment uplift will be payable in full in all cases with no exceptions, regardless of whether You complete the Programme.
5.4 The Company may charge interest on any sum not paid within 5 working days of its due date at a rate 5% above the base rate from time to time as set down by the Bank of England from the date of the invoice until the actual date of payment and as well before as after judgement.
- Cancellation and Termination
6.1 Either party may give notice in writing to the other terminating this Agreement with immediate effect if:
6.1.1 The other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 5 Working Days after notice being given requiring it to be remedied;
6.1.2 The other party becomes bankrupt, insolvent or becomes the subject of a receiving or winding-up order, makes any composition with its creditors or has an administrative receiver appointed over all or part of its undertaking or assets, or either the Company ceases, or threatens to cease, to carry on business.
No refund will be given in these circumstances
- Intellectual Property Rights
7.1 The Company will retain ownership of any and all Intellectual Property Rights that may subsist in anything produced by the Company in the Programme or providing the Programme. Throughout the term of this Agreement, the Company will be deemed automatically to grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of this Agreement. The Client must not share, transfer, or otherwise assign any of the Intellectual Property received under this licence to any other person or body both during the term of this Agreement and thereafter
7.2 The Company will assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
8.1 If You have a complaint against the Therapist or against the Company You must inform the Company of that complaint in writing within 24 hours of the occurrence that gave rise to it.
8.2 Neither the Company or any of its staff nor any Therapist will be liable to You for any loss, injury, damage, expense or delay incurred or suffered by You or the individual receiving the Services arising directly or indirectly from or in any way connected with the Programme or with any failure by the Company to introduce or supply a Therapist and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
8.2.1 Failure of the Programme to meet Your requirements; and
8.2.2 Any act or omission of a Therapist, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise
PROVIDED THAT nothing in this clause 8 will exclude or restrict the liability of The Company or the Therapist to You or any other person for death or personal injury resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited under any applicable law.
9.1 You acknowledge and agree that neither the Company nor the Therapist is qualified to give legal, accountancy, medical, or any other professional advice and that any advice given is generic in nature and that You will at all times seek full independent professional and / or medical advice before taking any action on any such advice tendered by the Company
9.2 The Company does not and cannot guarantee that You will achieve any specific results from the Programme or any action You take as a result of having taken the Programme and You acknowledge and accept that any results You achieve are dependent upon Your having completed the Programme successfully and correctly applying the techniques and exercises and advice it provides in a way which is suitable for Your needs and that the Company has no control of Your use of the advice it offers.
- Data Protection and Confidentiality
10.1 Both You and the Company will comply with their respective obligations under the Data Protection Laws.
10.2 The Company will procure that each of their Therapists will also comply with their respective obligations under Data Protection Laws.
10.3 By entering into this Agreement You consent on Your own behalf and on behalf of the Client undertaking the Programme to the use by the Company and the Therapist of all personal data You supply to the Company and required for the purpose of providing the Services.
10.4 For the purposes of this Agreement “Data Protection Laws” means the Data Protection Act 1998, as well as any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
10.5 The Company warrants that all information supplied by the Client to the Therapist and / or the Company will be treated as confidential, except in so far as that information is provided within a public arena such as the Facebook Group, or that information leads the Therapist to suspect that the Client may be or become a danger to themselves or others, or may be involved in the committing of a criminal offence, or other similar circumstances. In such circumstances, confidentiality will be waived by the Client and the Therapist will be entitled to report any relevant or pertinent matters to the appropriate authorities or medical health care providers as the Therapist deems fit.
- Relationship of the Parties
Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in this Agreement.
- Programme and Sub-Contracting
12.1 You may not assign, mortgage, charge or sub-licence or otherwise delegate any of Your rights under this Agreement, or sub-contract or otherwise delegate any of Your obligations without the written consent of the Company, such consent not to be unreasonably withheld.
12.2 The Company may perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor will, for the purposes of this Agreement, be deemed to be an act or omission of the Company.
13.1 No modification of or variation to this Agreement will be effective unless in writing and signed by or on behalf of each of the parties hereto.
13.2 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions hereof and the remainder of the provision in question will not be affected thereby.
13.3 Any waiver of any breach of or default under any of the terms of this Agreement by the Company will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.
13.4 The Company will be entitled to transfer or assign the benefit and/or burden of this Agreement.
13.5 The expiration or termination of this Agreement, howsoever arising, will not operate to affect such of the provisions of this Agreement as are expressed to operate after termination.
13.6 Any notice to be given by one party to the other hereunder will either:
13.6.1 Be communicated verbally initially and confirmed in writing immediately or
13.6.2 Be communicated directly in writing and sent (either by post or electronic means) to the address for each party shown in this Agreement or as notified by one party to the other from time to time
13.7 This Agreement does not create any rights or benefits enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
13.8 Neither party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances will promptly notify the other party in writing whether such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 2 weeks, either party may terminate this Agreement by notice in writing to the other party whereupon this Agreement will forthwith terminate.
13.9 You confirm that the email address You supply to the Company will remain valid for communications during the currency of this Agreement and agree to furnish the Company with an alternative address if that email address becomes invalid
- Governing Law and Jurisdiction
14.1 This Agreement and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with English law.
14.2 The courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement.