Terms and Conditions for IntoAlignment and Conscious Health Practice
1.1 Definitions. In these Conditions, the following definitions apply:
Assessment: the Service Provider’s assessment of the Client’s Profile and any additional information provided by the Client.
Booking: the order by the Client for the supply of Services, as set out in the booking form of Client as completed by the Client online or on provision of the booking form by the Service Provider.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Conditions: these terms and conditions as amended from time to time in accordance with clause 2.7.
Contract: the contract between the Service Provider and the Client for the supply of Services in accordance with these Conditions.
Client: the person or firm who purchases the Services from the Service Provider.
Deliverables: all documents, products and materials developed by the Service Provider or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and Assessments (including drafts).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Premises: the Service Provider’s premises for one to one provision of Services or the training premises selected for Training Events from time to time.
Profile: a record of health information provided by the Client using the Service Provider’s profile form and a doctor’s diagnosis, being the basis of the Service Provider’s Assessment.
Services: consultancy and training in stress root cause analysis and stress management techniques specialising in stress and trauma with treatment plan.
Service Provider: Into Alignment
Site: the Service Provider’s site at www.intoalignment.com
Therapy: where Services are supplied on a one to one basis to the Client
Training Event: training courses provided by the Service Provider in relation to the provision of Services which may incorporate elements of the Therapy.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) A reference to a party includes its personal representatives, successors or permitted assigns;
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) A reference to writing or written includes faxes and emails.
2. Basis of contract
2.1 An individual Client wishing to utilise the Service Provider’s therapy services must read through and accept the Terms prior to proceeding to placing a Booking. A Booking may be made be either of the following methods:
(a) Completing an online personal questionnaire and providing a doctor’s diagnosis (Profile), choosing an appointment slot, making payment via the online payment form and submitting the Booking, or
(b) Completing an online contact form requesting contact from the Service Provider who will then send a Profile form for completion together with appointment availability and payment link, the Client shall then complete these items, return the Profile and doctor’s diagnosis and make payment.
2.2 An individual Client wishing to attend a Training Event, or a corporate Client wishing to book delegates onto a Training Event, must use the Service Provider’s online booking form and will be responsible for choosing an appropriate date and event. Once a Booking and payment is made, the contract is formed.
2.3 The Booking constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.4 The Booking shall only be deemed to be accepted when the Service Provider issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.5 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Service Provider which is not set out in the Contract.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 These Conditions may change from time to time and such changes shall be notified on the Site.
3. Supply of services
3.1 The Service Provider shall supply the Services to the Client in accordance with the Assessment in all material respects.
3.2 The Service Provider shall use all reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Service Provider shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Service Provider shall notify the Client in any such event.
3.4 The Service Provider warrants to the Client that the Services will be provided using reasonable care and skill.
4. Obligations of the Client
4.1 The Client shall:
(a) ensure that the terms of the Profile, Booking and any information it provides in relation to the Assessment are complete and accurate including full disclosure of all physical, mental and emotional health issues;
(b) disclose any disability, special needs or limitations that might affect the Service Provider’s provision of Services at the selected premises;
(c) co-operate with the Service Provider in all matters relating to the Services;
(d) provide the Service Provider with such information as the Service Provider may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.2 If the performance of the Service Provider of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) the Service Provider shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the performance of the Service Provider of any of its obligations;
(b) the Service Provider shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of the Service Provider to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse the Service Provider on written demand for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Client Default.
5. Charges and payment
5.1 The Charges for the Services shall be on a time costs basis:
(a) the Charges shall be calculated in accordance with the Services required by the Client which may include:
(i) a minimum 4 hour Booking of the “Breakthrough” Service;
(ii) a minimum of a 6 hour block booking; and
(iii) a “Top Up” Service at £120 per hour.
The above mentioned Services may change from time to time and any changes shall be reflected on the Service Provider’s Site.
(b) The Service Provider may at its sole discretion apply a discount to payments made in advance, such discounts may be withdrawn where the Client fails to make payment in full when due resulting in the full Charge being payable.
5.2 Payment for all Services is required at the point of Booking and prior to the performance of the Services in all circumstances. Time of payment is of the essence of this contract.
5.3 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Service Provider may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Service Provider to the Client.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Service Provider.
6.2 All Deliverables are the exclusive property of the Service Provider and, subject to the Client fulfilling all obligations under the Contract, the Service Provider shall grant such pre-paid, revocable licences as are necessary for the Client to enjoy the Services.
The Service Provider shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Services.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, health records, Assessments, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 8 shall survive termination of the Contract.
9. Limitation of liability
9.1 The Assessment is not a medical diagnosis and the provision of Services is not a replacement for medical practice; the Services in no way claim to cure a pre-existing medical condition and are intended to complement aspects of health and improve systems while the Client works with his doctor.
9.2 Nothing in these Conditions shall limit or exclude the liability of the Service Provider for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.3 Subject to clause 9.1:
(a) the Service Provider shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the total liability of the Service Provider to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract amount.
9.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.5 This clause 9 shall survive termination of the Contract.
9.6 Where the Client has asked the Service Provider to organise provision of third party goods, the Service Provider makes no contract with the Client for such goods and is not liable for the performance of such goods. Such a contract is formed directly between the Client and the third party manufacturer whose guarantee/warranty shall cover those goods.
10. Cancellation and Refunds
10.1 In relation to Therapy Bookings:
(a) If the client wishes to cancel the Booking, cancellation must be made more than 48 hours before the appointment for a full refund to be applied,
(b) If the Booking is cancelled within 48 hours of the appointment, the Client may choose to rebook the appointment at no extra cost, and
(c) If the Client cancels an appointment and fails to rebook in accordance with 10.1(b) above there shall be no refund due.
10.2 In relation to Training Events:
(a) If the Client wishes to cancel attendance, cancellation must be made 30 days prior to the Training Event for a full refund to be applied,
(b) If the Booking is cancelled within 30 days of the Training Event, the client may elect to rebook at no extra cost.
(c) If the Booking is cancelled within between 30 and 15 days prior to the Training Event and the Client does not elect to rebook a Training Event, then a 50% refund shall be applied, and
(d) If the Booking is cancelled within 15 days of the Training Event and the client Does not elect to rebook a Training Event, no refund shall be due.
11.1 Subject to clause 10, where Services are provided on an ongoing basis as opposed to a “one off” booking, then without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 4 weeks’ written notice.
11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(b) to clause 11.2(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.3 Without limiting its other rights or remedies, the Service Provider may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
11.4 Without limiting its other rights or remedies, the Service Provider may suspend provision of the Services under the Contract or any other contract between the Client and the Service Provider if the Client becomes subject to any of the events listed in clause 11.2(b) to clause 11.2(l), or the Service Provider reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
12. Consequences of termination
On termination of the Contract for any reason:
(a) the Client shall immediately pay to the Service Provider all of the outstanding unpaid invoices and interest of the Service Provider and, in respect of Services supplied but for which no invoice has been submitted, the Service Provider shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall return any Deliverables which have not been fully paid for;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
13. Force majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Service Provider including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or subcontractors.
13.2 The Service Provider shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Service Provider from providing any of the Services for more than 4 weeks, the Service Provider shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
14.1 Assignment and other dealings. The Contract is personal to the parties and shall not be assigned, transferred or otherwise dealt with without the written consent of the other party which shall not be unreasonably withheld.
14.2 Notices. Any notice or communication under this Contract shall be by email unless the Client has indicated an alternative preference upon Booking and it shall be the Client’s responsibility to ensure that the Service Provider has up to date contact details. Notice sent by email shall be deemed to be received at 9am the following business day.
14.3 Severance. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect
14.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Service Provider.
14.8 Governing law. The Contract, 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 the law of England and Wales.
14.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
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