TERMS AND CONDITIONS (T&Cs)

15 October 2020 v1

1. What am I buying? How is this Agreement formed?
   • These terms and conditions (T&Cs) are entered into between (i) you and (ii) [email protected] of 35 The Gowans, Sutton-On-The-Forest, York, YO61 1DL. We are contactable by email at: [email protected]. References to ‘you’ and ‘your’ relate to the person or business entity set out in the details provided by you in your application form or any financial details provided to us (Your Details).
   • Although the Benefits will be referenced on the check-out page to which these T&Cs are attached (Check-out Page) is used for reference only and shall not form a part of this Agreement. The Benefits to be provided under this Agreement are as set out on the Check-out Page.
   • On the Commencement Date, you will get access to the benefits (Benefits) as more particularly described on the Check-out Page.
   • The Benefits may consist of, but not be limited to a combination of the following:
     • Any member resources, including but not limited to books, notebooks, gifts, question cards, postcards, sheets, questionnaires, audios, videos, tools, tracks and training materials, provided in whatever format that are sold or provided to you by us (Product) and which may be gifted to you or licenced to you under the terms of this Agreement:
     • online access to our any online platform, whether owned by us or a third party, including but not limited to the Heart of Growth MemberVault, Heart of Growth Facebook group, What’s Inside? MemberVault and The Alive Programme training (Online Access)
     • coaching, calls, mentoring, in-person or zoom training, guidance in meetings, events or meet-ups, either in person or online (via zoom, Facebook, Skype or Google Hangouts), in a group setting or on a one-to-one setting, including but not limited to “What’s Inside?”, “The Heart of Growth” and 1:2:1 Coaching sessions (Sessions)
   • Other terms. Other terms may apply to the Benefits above and you should read and understand the terms that apply to the Benefits that you have purchased.
   • For the avoidance of doubt, if a Benefit is not referenced on the Check-out Page, it is not included in your Benefits and may be subject to other fees, charges or payments from you.
   • All terms that are not defined in the T&Cs below (as defined below) are as defined on the Check-out Page. The definitions set out in the Check-out Page shall apply in these T&Cs.
   • This Agreement. Together these T&Cs, the Check-out Page, Your Details and any other policy forms the entire agreement between us (this Agreement). In the event of inconsistency between these documents, the T&Cs will prevail, followed by the Check-out Page and then Your Details.
   • Third Party Terms. You may be subject to other third-party terms, policies or user agreements between us or any third-party with respect to any Benefit. No third-party terms will affect these terms, but will be between you and the third party. No third-party, including Thrive Cart, Facebook, Google, Instagram or Twitter are affiliated with Tea & Empathy.
   • By entering into this relationship, you are a consumer and subject to various statutory rights as a consumer. Nothing in this agreement shall not affect your statutory rights.
2. How is this Agreement entered into and how long will it last?
   • You are deemed to have accepted this Agreement on the date you make any payment to us for the Benefits and this Agreement is deemed to be effective from that date (Commencement Date).
   • This Agreement shall continue in full force and effect and you will receive access to the relevant Benefits until:
     • the end of any subscription period (as set out in the Check-out Page);
     • cancellation in accordance with clause 6;
     • all Benefits have been materially provided by us; or
     • terminated in accordance with clause 3

3. How does this Agreement terminate?
   • We can terminate this Agreement, including access to all and any Benefits immediately without providing any refund, if we reasonable suspect that you:
     • have breached any prohibited uses set out in our Code of Conduct; or
     • have committed a material breach of your obligations under this Agreement; or
     • fail to make pay any amount due under this Agreement on the due date for payment and such failure is not corrected within 14 days; or
     • are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of an insolvent debtor; or
     • enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
     • convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

4. What happens after this Agreement is terminated?
   • Immediately upon termination for any reason, you will no longer receive access to the Benefits.
   • Without further notice to you, we will revoke the Benefits including but not limited to revocation or cancellation of all Online Access, any Licence for use of certain Products, any Sessions.
   • For the avoidance of doubt, you will not receive access to any content, products, licences, services, social media platforms or any other benefit (whether or not a Benefit) following termination of this Agreement.
5. What you need to pay.
   • Payment for the Benefits shall be paid in accordance with the Check-out Page or in accordance with any payment plan agreed in writing between us. Payment may either be for a one-off payment (One-off Payment) or a recurring monthly or annual payment (Subscription Payment).
   • The Check-out Page and the package you choose will specify whether a Subscription Payment will be taken and whether monthly or annually payment is due. Subscription Payments will be set up as automatic renewals and will be taken automatically through our online payment method on ThriveCart.
   • Unless your Benefits require a One-Off Payment, you will be automatically charged on a recurring basis.
   • If we do not receive any payment (including a Subscription Payment) on any date on which it is due we may immediately revoke, remove and suspend your Benefits (including access to the Benefits) until payment is received.
   • Time for payment shall be of the essence.
   • Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
   • All payments due under this Agreement must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
   • All payments must be made in the currency set out on the Check-out Page, unless otherwise agreed in writing between us.
6. What are my rights to cancel and receive a refund?
   • As a consumer, you have a right to receive a refund if you notify us in writing to [email protected] you have the right to cancel this agreement within 14 days of purchase, except if you have:
     • accessed any digital Product; or
     • received Online Access; or
     • attended any Session.
   • Except in accordance with clause 1 above, there is no right for you to receive a refund under this Agreement under any circumstances at any time, except as determined by a court of law.
   • If you make a One-Off Payment, you may cancel this Agreement at any time. You will continue to access the Benefits until this Agreement is terminated under clause 3.
   • Cancellations of this agreement or changes to your payment details for Subscription Payments must be made in writing to the [email protected] no later than 5 days prior to your scheduled payment date. We will not be responsible for any charges or penalties charged to you by third parties.
   • Upon cancellation of the Agreement by us, you will immediately pay any outstanding amounts, including any missed payments due to us in accordance with this Agreement, including any payments due for the Benefits up until the termination.
7. What happens if I have a complaint?
8. Specific terms relating to Benefits
   • We will provide guidance, information and suggestions during Sessions. This should not be deemed to constitute advice.
   • You are responsible for decisions made or actions taken to implement any strategic information or guidance provided during the Programme and that to the maximum extent permitted by law, any implied terms and warranties are excluded.
   • If you cancel a Session within 48 hours of a Session, this Session will be deemed to be used by you.
   • All Sessions must be taken within the time-limit notified to you in the Check-out Page. No refunds will be provided for missed, delayed or cancelled Sessions.
   • If the Benefits include group Sessions or events the dates, times and locations of those Sessions, are fixed by us and notified to you by email, through a group or other method of communication agreed between us. It is your responsibility to register for and attend these Sessions and no alternative or replacement dates, times or locations are available.
   • You must not share any passwords for any Online Access with any other individual.
   • All Sessions, including training, mentoring or coaching sessions, are provided for educational purposes only and any information, mentoring or guidance provided by us (or any person representing us, including our employees, directors, consultants or any other member of our team (“Team Member”)) are not intended to be personal or specific to you and to the maximum extent permitted by law, any implied terms and warranties are excluded.
   • We will record all personal or one-to-one Sessions for your information only. These recordings will be shared with you alone and not be shared with anyone. You consent to us holding a copy of these recordings in line with our privacy policy.
   • We may also record, photograph or film group Sessions for the purposes of other participants, feedback or promotion and marketing or promotion purposes. We may publish these recordings. You consent to such recording by joining any recorded group Session and waive any rights with respect to such recording. Please let a member of staff know if you do not consent to recording during any group Session and we will ensure that nothing is published with your image.
   • All Products, including all materials, workshop and seminar content including examples, audio & visual content are provided strictly for educational purposes only and are solely intended to educate you and shall not be construed to be a recommendation, solicitation, prediction or advice.
   • You will not hold us or any Team Member responsible for any actions taken by you;
9. What we will not accept responsibility for.

By entering into this Agreement, you acknowledge and agree that:

• Any information, mentoring or guidance provided by us (or any person representing us) is not intended to be personal or specific to you and is not intended to constitute ‘advice’ of any type.
• To the maximum extent permitted by law, any implied terms and warranties are excluded (including those implied by trade, custom, practice or course of dealing). In particular no warranty or guarantees are made in relation to any results that will be achieved by you as a result of the Benefits. No promise is made to get you any publicity or make introductions as a result of the Benefits.
• You have not relied on any statement, promise or representation made or given by or on our behalf, including those that are made on the Check-out Page that do not relate to the specific commercial terms of this Agreement.
• To the maximum extent permitted by law, our aggregate liability arising out of or related to any Benefits or this Agreement, whether in contract, personal injury, damage to belongings or otherwise shall not exceed the amounts actually paid by you under this Agreement during the Benefits;
• To the maximum extent permitted by law, we will not be liable to you in any way for:
  • any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Benefits or cancellation; and
  • any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject
• Except for actions for breach of intellectual property rights (clause 10) or confidentiality (clause 11) no action (regardless of form) arising out of this Agreement may be commenced by either party more than one year after the cause of action accrued.
• Nothing in this Agreement shall be taken to exclude any liability of either party for death or personal injury caused by its negligence or any fraudulent misrepresentation.
• We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Benefits or the performance of any of our other obligations under this Agreement.
• Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
• In the event of a failure to pay by you, you shall indemnify and keep indemnified, Tea & Empathy against, and shall pay to us all amounts due to us, including all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with non-payment.

10. Who owns the intellectual property rights in the Benefits?

You acknowledge and agree that:

• All of our Intellectual Property Rights and the Benefits are subject to our code of conduct, a copy of which is available by emailing [email protected] (Code of Conduct). By entering into this Agreement, you understand that the Code of Conduct applies and that any breach of the Code of Conduct may result in termination of this Agreement and may result in other consequences set out therein.
• All material relating to us, including all Products, Sessions, Online Access, provided to you, whether presented before, during or after your Benefits commences are part of our intellectual property rights, which includes our Registered Trademark, other registered and unregistered rights in any copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, and all similar rights (Intellectual Property Rights).
• If your Benefit is or includes a Product then we grant to you during the term of this Agreement only, a non-exclusive and revocable licence for one user in the country in which you are based, to use our Intellectual Property Rights for the purposes set out in the licence terms of our Code of Conduct only (Licence).
• By entering into this Agreement, you are agreeing that you will not, at any time, do anything that would infringe our Intellectual Property Rights, including our registered or unregistered Trademarks or Licence terms or copyright in any Product or Benefit, including recording, reusing, duplicating reselling or reproducing in whole or in part any information, documents or online content, except without our prior consent.
• You grant to us your irrevocable consent to re-use any of your social media posts relating to Tea & Empathy, including any screenshots and any testimonials provided at any time and in any format to used at our discretion.

11. What are the obligations with respect to privacy and confidentiality?
    • You agree to adhere to the terms of use for the Benefits at all times, including the confidentiality provisions set out therein.
    • Neither party will make any negative statements against the other party.
    • You may be asked to complete a non-disclosure agreement (NDA) and if you have signed such an agreement, the terms of the NDA apply as if incorporated herein.
    • We may contact you (by mail, email, telephone, SMS or via the internet) in relation to the Benefits or other events, products or services in which you may be interested. If you wish to opt-out of such communications, please write to us at [email protected]. We will not give your personal data to any other third party without your prior written consent.
    • We may hold personal information (including your name, email address and any personal or company details) to (i) provide the Benefits or (ii) provide details of our other services to you or (iii) to complete internal administration related to you. Your details will be held on a database by us, subject to our data protection and privacy policy.
    • Since certain information may be disclosed by you or other participants during any Session, it is important, that you help us to maintain your privacy and confidentiality and those of other participants by acknowledging and agreeing:
      • that the information discussed by other participants may be private or confidential; and
      • not to directly or indirectly communicate or disclose (whether in writing, orally or in any other manner) any information that is stated by a participant to be confidential, if disclosed within a Session.

12. General
    • If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, the means of communication being down, or key materials (without which we cannot provide the Benefits or the Benefits) we will notify you by email. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, pandemic, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Benefits to be carried out under this Agreement.
    • The following clauses shall survive termination of this Agreement: (clause 9), intellectual property rights (clause 10) or confidential information and privacy (clause 11), and General (clause 12)
    • The Benefits and Benefits therein, will be provided with reasonable skill and care, however, in the event of any query or complaint in connection with the Benefits, please email us at [email protected].
    • This Agreement is not enforceable by any third party (whether under statute or otherwise).
    • Any notices under this Agreement will be provided to you via the email address you provide in Your Details.
    • If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
    • This Agreement and the benefit of the rights granted to you by this Agreement shall be personal to you and you will not subcontract, novate or assign the Benefits or rights herein to another party without the prior written consent of the Company.
    • The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
    • This Agreement is the entire agreement between the parties in relation to its subject. No other terms apply.
    • We reserve the right to make amendments to these T&Cs at anytime by giving notice to you. You cannot make amendments to these T&Cs without our prior written consent.
    • Unless otherwise agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
    • This Agreement is governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England.