1. Interpretation

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

  • Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2(d).
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Confidential Information: information that is proprietary or confidential and is clearly labelled as such.
  • Customer Data: the data inputted by the Customer, Authorised Users, or LBCL on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
  • Documentation: the documents and training made available to the Customer by LBCL online via laurabutlercoaching.co.uk (Wellness Hub) or such other web address notified by LBCL to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
  • Initial Subscription Term: the initial term set out in the Order Form.
  • LBCL: Laura Butler Coaching Ltd registered under number 11516021.
  • Order: the Customer’s order for User Subscriptions.
  • Order Form: the approved purchase order form, the Customer’s written acceptance of quotation by LBCL or overleaf.
  • Renewal Period: the period described in clause 1.
  • Services: the subscription services provided by LBCL to the Customer via the Wellness Hub or any other website notified to the Customer by LBCL from time to time.
  • Software: the online software applications provided by LBCL as part of the Services.
  • Start Date: the date set out in the Order Form.
  • Subscription Fees: the subscription fees payable by the Customer to LBCL for the User Subscriptions, as set out in the Order Form.
  • Subscription Term: has the meaning given in clause 1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  • User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Conditions.
  • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  • Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
    • A reference to legislation or a legislative provision:
      • is a reference to it as amended, extended or re-enacted from time to time; and
      • shall include all subordinate legislation made from time to time.
    • Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes email but not fax.
  1. Basis of Contract
    • The Order constitutes an offer by the Customer to purchase the User Subscriptions in accordance with these terms and conditions as amended from time to time (Conditions).
    • The Order shall only be deemed to be accepted when LBCL issues acceptance of the Order (in accordance with clause 3) at which point a contract shall come into existence between LBCL and the Customer (Contract).
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Any quotation given by LBCL shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
  2. User Subscriptions
    • Subject to the Customer purchasing the User Subscriptions in accordance with clause 3 and clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of this Contract, LBCL hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s employees, agents and independent contractors’ health and wellbeing as part of the Customer’s internal business operations.
    • In relation to the Authorised Users, the Customer undertakes that:
      • the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
      • it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
      • each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;
      • it shall maintain a written, up to date list of current Authorised Users and provide such list to LBCL within 5 Business Days of LBCL’s written request at any time or times;
      • it shall permit LBCL or LBCL’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this Contract. Each such audit may be conducted no more than once per quarter, at LBCL’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
      • if any of the audits referred to in clause 2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to LBCL’s other rights, the Customer shall promptly disable such passwords and LBCL shall not issue any new passwords to any such individual; and
      • if any of the audits referred to in clause 2(e) reveal that the Customer has underpaid Subscription Fees to LBCL, then without prejudice to LBCL’s other rights, the Customer shall pay to LBCL an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.
    • The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • depicts sexually explicit images;
      • promotes unlawful violence;
      • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • is otherwise illegal or causes damage or injury to any person or property;

and LBCL reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

  • The Customer shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Conditions:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
    • use the Services and/or Documentation to provide services to third parties; or
    • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
    • attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
    • introduce or permit the introduction of, any Virus or Vulnerability into LBCL’s network and information systems.
  • The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify LBCL.
  • The rights provided under this clause 3 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
  1. Additional User Subscriptions
    • Subject to clause 2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and LBCL shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with these Conditions.
    • If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify LBCL in writing. Where LBCL approves the request, LBCL shall activate the additional User Subscriptions within 7 days of its approval of the Customer’s request.
    • If LBCL approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of LBCL’s invoice, pay to LBCL the relevant fees for such additional User Subscriptions as set out in in the Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the month, such fees shall be pro-rated from the date of activation by LBCL for the remainder of the month.
  2. Services
    • LBCL shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Contract.
  3. Data protection

Agreed Purposes: The performance by you and us of our obligations under this Contract, and the use of the Services that forms the subject of this Contract.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures, binding corporate rules: as set out in the Data Protection Legislation in force at the time.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Permitted Recipients: You and us, your and our employees and any third parties engaged to perform obligations in connection with this Contract.

Shared Personal Data: the personal data to be shared between the parties pursuant to these Terms.

Sharing of Personal Data.  The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

  • ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
  • give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
  • process the Shared Personal Data only for the Agreed Purposes;
  • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Terms;
  • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
  • not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
    • complies with the provisions of Article 26 of the UK GDPR (in the event the transferee is a joint controller); and
    • ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 UK GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 UK GDPR; (iii) binding corporate rules are in place, or (iv) one of the derogations for specific situations in Article 49 UK GDPR applies to the transfer.
  • Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall give grounds to the other party to terminate the Contract with immediate effect.
  • Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    • consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    • promptly inform the other party about the receipt of any data subject access request.
    • provide the other party with reasonable assistance in complying with any data subject access request.
    • not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible.
    • assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators.
    • notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation arising from or in connection with these Terms.
    • at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data.
    • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers.
    • maintain complete and accurate records and information to demonstrate its compliance with this clause 6; and
    • provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
  1. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. LBCL makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not LBCL.  LBCL recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  LBCL does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  1. Supplier’s obligations
    • LBCL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.
    • LBCL:
      • does not warrant that:
        • the Customer’s use of the Services will be uninterrupted or error-free;
        • that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
        • the Software or the Services will be free from Vulnerabilities or Viruses; or
        • the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
      • is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This agreement shall not prevent LBCL from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
  2. Customer’s obligations
    • The Customer shall:
      • provide LBCL with:
        • all necessary co-operation in relation to the Contract; and
        • all necessary access to such information as may be required by LBCL;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

  • without affecting its other obligations under these Conditions, comply with all applicable laws and regulations with respect to its activities under these Conditions;
  • ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;
  • ensure that its network and systems comply with the relevant specifications provided by LBCL from time to time; and
  • be, to the extent permitted by law and except as otherwise expressly provided in these Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to LBCL’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
  • The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
  1. Charges and payment
    • The Customer shall pay the Subscription Fees to LBCL for the User Subscriptions in accordance with this clause 10
    • The Customer shall on the Start Date provide to LBCL valid, up-to-date and complete payment details acceptable to LBCL and any other relevant valid, up-to-date and complete contact and billing details and the Customer hereby authorises LBCL to bill the Subscription Fees on the Start Date and thereafter in advance on a monthly basis.
    • If LBCL has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of LBCL:
      • LBCL may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and LBCL shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      • Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of LBCL’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • All amounts and fees stated or referred to in the Order Form:
      • shall be payable in pounds sterling;
      • are, subject to clause 3(b), non-cancellable and non-refundable;
      • are exclusive of value added tax, which shall be added at the appropriate rate.
    • LBCL shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3, at the start of each Renewal Period upon two months’ prior notice to the Customer.
  2. Proprietary rights
    • The Customer acknowledges and agrees that LBCL and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    • LBCL confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with these Conditions.
  3. Indemnity
    • The Customer shall defend, indemnify and hold harmless LBCL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
      • the Customer is given prompt notice of any such claim;
      • LBCL provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
      • the Customer is given sole authority to defend or settle the claim.
    • LBCL shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this Contract infringes any United Kingdom patent effective as of the Start Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      • LBCL is given prompt notice of any such claim;
      • the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to LBCL in the defence and settlement of such claim, at LBCL’s expense; and
      • LBCL is given sole authority to defend or settle the claim.
    • In the defence or settlement of any claim, LBCL may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    • In no event shall LBCL, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      • a modification of the Services or Documentation by anyone other than LBCL; or
      • the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by LBCL; or
      • the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from LBCL or any appropriate authority.
    • The foregoing the Customer’s sole and exclusive rights and remedies, and LBCL’s (including LBCL’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  4. Limitation of liability
    • Except as expressly and specifically provided in these Conditions:
      • the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer. LBCL shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LBCL by the Customer in connection with the Services, or any actions taken by LBCL at the Customer’s direction;
      • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
      • the Services and the Documentation are provided to the Customer on an “as is” basis.
    • Nothing in these Conditions excludes the liability of LBCL:
      • for death or personal injury caused by LBCL’s negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 13.2:
      • LBCL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
      • LBCL’s total aggregate liability in contract (including in respect of the indemnity at clause 2), 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 be limited to the total Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.
    • Nothing in these Conditions excludes the liability of the Customer for any breach, infringement or misappropriation of LBCL’s Intellectual Property Rights”.
  5. Term and termination
    • This Contract shall, unless otherwise terminated as provided in this clause 14, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
      • either party notifies the other party of termination, in writing, at least one month before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      • otherwise terminated in accordance with the provisions of these Conditions;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

  • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • the other party fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
    • the other party commits a material breach of any other term of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
    • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
    • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
    • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  • On termination of this Contract for any reason:
    • the entire fees payable for the Subscription Term become immediately due and payable (insofar it has not already been paid);
    • all licences granted under these Conditions shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
    • each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
    • LBCL may destroy or otherwise dispose of any of the Customer Data in its possession;
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
  1. General
    • Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings.
      • LBCL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of LBCL.
      • Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).
      • Each party may disclose the other party’s Confidential Information:
        • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 16.3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 15.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Notices.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to support@wellbecoaching.co.uk
      • Any notice shall be deemed to have been received:
        • if delivered by hand, at the time the notice is left at the proper address;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
        • if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England.
    • Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.