TERMS AND CONDITIONS

 

WHAT’S IN THESE TERMS?

 

These terms and conditions govern the relationship between the parties in the provision of our Services. These terms are provided in a layered format so you can click through to the specific areas set out below. Please also use the Glossary to understand the meaning of some of the terms used:

1. Duration
2. Coaching
3. Pricing and Payment
4. Duties and Responsibilities
5. Online account
6. Representations and warranties
7. Acknowledgements
8. Termination
9. Consequences of termination
10. Force Majeure
11. Limitation of liability and indemnity
12. Conflict of interest
13. Confidential information and intellectual Property
14. Data protection
15. Non-waiver
16. Severability
17. Governing law and jurisdiction
18. Notices
19. Variation
20. Assignment
21. Entire agreement

 

1. By engaging our Services, you agree to these terms and conditions and have objections to the following terms and conditions. If you do not agree to these terms, do not engage us for our services.

2. Reference to a Party shall mean a Party to this Agreement and Parties shall be construed accordingly.

WHEREAS:

(A) The Company provides coaching services in the area of life, family, parenting, relationship, career and/or business coaching and therapy service and is willing to provide the coaching and therapy ‘Services’ (as this term is defined in clause 1.1) to the clients of the Company;

(B) The Client wishes to utilise the Services; and

(C) The Client hereby engages the Company and the Client hereby agrees to the Services specified herein in accordance with the terms of this Agreement.

It is AGREED as follows:

 

1. DURATION

1.1. The Services will be provided by the Company to the Client for a term of [Months] (the “Contract Period”) commencing on the date of signature by the Client of the Company’s registration form, unless earlier terminated in accordance with clause 6, to provide the services set out in clause 2 (the “Services”).

1.2. On signing the Company’s registration form, which registration form references the terms of this Agreement, the Client agrees to be bound by the terms and conditions herein. Where Client is a company, Client will ensure its employees, partners, agents, contractors, subcontractors and any other person attending any coaching session on Client’s behalf shall comply with these terms and conditions. Furthermore, you agree to be bound by any additional provisions as set out in the ‘Business Operations Manual’ of the Company, as amended from time to time, downloadable at [insert link].

1.3. This Agreement may be renewed or extended for any period as may be agreed by both Parties and any such renewal or extension must be made by the conclusion of any additional registration form.

 

2. COACHING

2.1 The Company will provide human and other relevant resources to create a provoking and creative process that inspires the Client to maximize his/her personal and professional potential including, amongst others, creation/development of personal, professional or business goals and to develop and carry out a strategy/plan for achieving those goals.

2.2 Despite the generality of Clause 2.1, the Company will provide the following Services, inter alia:

2.2.2 one on one consultations with a Coach (as this term is defined in 2.3) (“Sessions”);

1.2.3 periodic review of goals and achievements;

2.2.4 meet ups/networking with other like-minded cliental of the Company; and

2.2.5 final report and review of services provided with recommendations and advice going forward.[Insert the specific services to be provided to the client]

2.3 The Services provided will be based upon the package selected by the Client, which package will set out, specifically, the type, frequency and details of the Sessions (“Package”). The details of each Package are available on [insert website]. The Client will indicate the choice of Package on completion of the online registration form.

2.4 In order to provide the Services, the Company will appoint an individual coach/therapist (“Coach”) who will be the single point of contact between the Client and the Company and who will undertake to provide the Services. The Client acknowledges that the Coach or the Therapist acts as an independent contractor of the Company and as such does not have the capacity or authority to conclude any contracts between the Client and the Company, or bind the Company in anyway.

2.5 The time of the coaching/therapy meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. If the Coach is required to reschedule a Session for any reason, the Company will undertake to notify the Client within a reasonable time of the scheduled appointment time.

2.6 The Client shall notify the Company and the Coach at least twenty four (24) hours in advance of the scheduled calls/meetings where the Client wants to cancel or reschedule a Session. Any Session cancelled less than twenty four (24) hours before the scheduled Session will be charged for the full rate of the Session. Any re-arranged Session must be booked within four weeks of the original cancelled Session. If the Session is not re-arranged within four weeks, then the Fee (as defined in 3.1) will remainpayable in full and no refunds will be given.

2.7 Where the Client has attended a Session late, the Client and the Coach or the Therapist will discuss the possible extension of any individual Session to account for such lateness. Where no extension can be agreed upon based on the schedule of the Coach or the Therapist and the Client, the Client will forfeit the time lost due to lateness and will not be entitled to a refund in respect thereof.

2.8 The Client will not be entitled for a refund for any session canceled by the Client. Any Session, whether booked by the Client as an individual Session or in terms of a Package, is non-refundable unless such Session is cancelled, without any successful rescheduling, by the Coach or the Therapist, or where such cancellation is in terms of clause 10.

2.9 There may be circumstances in which the Company/Coach or Therapist may need to postpone a coaching Session or change the venue at which the Session is to be held. In such circumstances the Company/Coach or Therapist will advise Client as soon as reasonable practicable. If the postponement is seven days or less from the date of the scheduled Session or the replacement venue is more than 10 miles away from the publicised venue, Client may cancel the Session and the Company will look to re-arrange the same within four weeks of the original cancelled Session. If the Company cannot re-arrange the Session within four weeks, Client is entitled to request a refund of the Fee for the cancelled Session. Such refund will be made within 21 days. Alternatively, if Client wishes to re-arrange the Session outside the four weeks a new date will be sought for the Session.

2.10 We will not be responsible for any associated or incidental costs however so arising, such as travel, accommodation and/or loss of business (this is not an exhaustive list), in the event of us cancelling the Session.

2.11 The Client shall co-operate with the designated Coach or Therapist. He/she will not misbehave, use abusive behaviour or engage in any other unbecoming behaviour against. Where the Client fails to act in accordance with this clause 2.8, the Company will at its discretion cancel and terminate the Session or this Agreement without any refunds to the Client.

2.12 The Client will not organize or schedule any Sessions between himself/herself and the Coach or the Therapist outside of the Sessions organized in terms of this Agreement. The Client acknowledges that at all times where the Client wishes to undertake Sessions with the Coach or the Therapist, such Sessions will be set up under this Agreement and the relationship with the Company.

 

3.  PRICING AND PAYMENT

3.1. We offer competitive fees to make investing in your happiness and wellbeing affordable and achievable. The fees charged for the services will be subject to the package selected. See our fee and pricing section for more information.
3.2. Payment of the applicable fees for the services may be done in full or subject to the deposit and instalment plan as set out in our fee and pricing section or the agreement between the parties.
3.3. The applicable payment must be made, and receipt of such payment acknowledged by us, before any service is provided.

3.4. The Client acknowledges that each Package is provided on the basis that the number of Sessions available per Package are required to be attended within the designated time period relating to that Package. Subject to the cancellation and rescheduling provisions of the clause 2, where the Client fails to attend/book a session within the designated time period, and as a consequence fails to utilize all Sessions within the relevant Package, the Client will forfeit the remaining Sessions and will not be eligible for a refund in respect thereof.

3.5. Upon completion of a registration form, the Company shall invoice the Client for the Fees that are then payable, together with details of the Installments and the date of payment required in relation thereto (“Installment Payment Date”).

3.6. The Client shall pay the Initial Payment in respect of each invoice submitted to it by the Company, in full and in cleared funds, within 3 days of receipt (which shall be determined in accordance with the clause 16) to a bank account nominated in writing by the Company (“Due Date”). Other payment methods include by credit card but subject to an additional charge as notified by the Company.

3.7. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company on the Due Date, or any of the Installment Payment Dates:

3.7.1. the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Company may choose to charge statutory interest due. The Client shall pay the interest together with the overdue amount; and

3.7.2. the Company may suspend any or all Services until payment has been made in full.

3.8. All sums payable to the Company under this Agreement shall become due immediately on its termination, despite any other provision.

3.9. The Company and the Client shall pay all amounts due under this Agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.

 

4. DUTIES AND RESPONSIBILITIES

The Company undertakes that it shall:

4.1. perform its obligations hereunder with the utmost good faith and that it shall not deliberately do or omit to do anything whereby a conflict is likely to arise between the interests of the Company and the Client’s own interest; and

4.2. comply with all established business conduct, regulatory and health and safety guidelines.

 

5. ONLINE ACCOUNT

5.1. In order to process the Clients selection of Packages and the relevant payment details of the Client, the Client will be required to create an online account with the Company. In so doing, the Client will submit his/her personal email a ddress and create a password to complete registration. In creating any password with the online account of the Company, the Client is responsible for the password created and undertakes to ensure that such password is kept secret. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service.

5.2. The Client acknowledges that it has read and understood the Company’s privacy policy as set out at click here.

 

6. REPRESENTATIONS AND WARRANTIES

6.1. The Company represents and warrants:

6.1.1. that the Company has no obligations, legal or otherwise, inconsistent with the terms of this Agreement;

6.1.2. that the performance of the Services do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third Party; and

6.1.3. that the Company will not use in the performance of its responsibilities under this Agreement any confidential information or trade secrets of any other person or entity.

6.2. The Client acknowledges that:

6.2.1. Neither the Company nor any representative of the Company makes any commitment that the content of any coaching Session will meet any specific requirements the Client may have and the Client is required to take reasonable steps to verify that the coaching Session will meet the Client’s needs; and

6.2.2. it is the responsibility of the Client to put the content of the Sessions to use for his/her benefit. The Company does not make any commitment to the Client that the Client will obtain any particular result from the Session or that the Client will obtain any particular qualification from the Sessions.

6.3. The Client undertakes that:

6.3.1. he/she is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach; and

6.3.2. that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

6.4. As such, the Client agrees that the Coach and the Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach and the Company.

6.5. Client acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.

6.6. The Company will not take responsibility for any Client property, lost or damaged, and/or conduct or actions of the Coach or the Therapist.

 

7. ACKNOWLEDGEMENTS

7.1. The Client acknowledges and agrees that the Client will not rely on the information on the Company’s website as an alternative to medical advice from a certified medical professional or other professional healthcare provider.

7.2. If the Client has any specific questions about any medical matter, the Client should consult the Client’s doctor or other professional healthcare provider.

7.3. If the Client believes that he/she you may be suffering from any medical condition, the Client undertakes to seek immediate medical attention.

7.4. The Client should never delay seeking medical advice, disregard medical advice or discontinue medical treatment because of information on the Company’s websites.

7.5. The Client therefore indemnifies the Company against any loss suffered by the Client where the Client has relied upon the information set out on the Company’s website and therefore ignored the advice of any medical professional.

 

8. TERMINATION

8.1. This Agreement shall terminate immediately on giving notice by either Party when any one of the following events occur, without further obligation or liability between the Parties:

8.1.1. Expiry of the Contract Period;

8.1.2. By mutual agreement of the Parties in writing;

8.1.3. If the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is capable of remedy) fails to remedy that breach within thirty (30) days of that Party being notified in writing of the breach;

8.1.4. If the Company suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

8.1.5. If the other Party is deemed unable to pay its debts as they fall due, admits its inability to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness (save for any debt owed to trade creditors in the ordinary course of business), or makes a general assignment for the benefit of, or a composition with, its creditors; or

8.1.6. If at any time it is or becomes unlawful for the other Party to perform or comply with any or all of its obligations under this Agreement.

8.2. Upon the termination of this Agreement neither Party shall have any further obligation under this Agreement, except for the obligations which by their terms survive termination.

 

9. CONSEQUENCES OF TERMINATION

On termination or expiry of this Agreement:

9.1. the Client shall immediately pay to the Company all of the Company’s outstanding Fees and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

9.2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

 

10. FORCE MAJEURE

Neither Party shall incur any liability by reason of any failure to fulfill any obligation in terms of this Agreement if such failure is occasioned by an event or act beyond the reasonable control of the affected Party, including acts of God, fire, accident, governmental acts, explosion or industrial dispute (Force Majeure Event). The onus of proving that such failure was occasioned by a Force Majeure Event shall rest on the Party alleging same. The affected Party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.

 

11. LIMITATION OF LIABILITY AND INDEMNITY

11.1. The Company shall not be liable to the Client for any indirect or consequential loss, claim, action, damage or expense arising out of or in connection with the performance of its obligations under this Agreement.

11.2. The Company shall not be liable to the Client for acts or omissions of the Coach or the Therapist in the provision of the Services to the Client. Notwithstanding the provisions of this 11.2, the Company will undertake to assist the Client in all reasonable respects with any legitimate claim/complaint that the Client may have against the Coach or the Therapist on the Client supply to the Company reasonable proof of any actions or omissions of the Coach.

11.3. The Client may be held liable for any loss, claim, action, damage or expense suffered by the Company as a result of any negligent or malicious act and/or omission of the Coach or the Therapist and the Company in carrying out its obligations under this Agreement, including any act and/or omission that specifically damages the good name and reputation of the Company.

11.4. The Company shall only be liable to the Client only in respect of direct loss or damage to the limit of the fee payable by the Client.

11.5. The Client undertakes and agrees to indemnify the Company against all loss, damages, claims, liability, expenses, payments or outgoings incurred by or awarded against the Company in relation to the Services arising directly or indirectly from or in connection with any breach by the Client of this Agreement.

 

12. CONFLICT OF INTEREST
12.1. A conflict of interest occurs when the provision of the Services to or relationship between the Parties is compromised, or might be compromised, because of decisions or actions in relation to another client, colleague or some other third Party.

12.2. When faced with a potential or actual conflict of interest, the Company shall evaluate the situation and will manage the conflict by including, but not limited to, cancellation of any Session, re-scheduling any Session or terminating the provision of the Services.

 

13. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

13.1. Neither Party shall disclose to any non-Party to this Agreement, any Confidential Information of the other Party. For the purposes of this Agreement Confidential Information means any information which relates to a Party’s research, data bases, development, trade secrets or business affairs and any oral or written information (whether of a technical, operational, administrative, financial, business or Intellectual Property nature or otherwise and including information in electronic form) relating to the Company but does not include information which is generally known or easily ascertainable by non-Parties of ordinary skill in computer systems design and programming.

13.2. For the purposes of this Agreement the expression Intellectual Property includes all ideas, plans, concepts, software and all source codes related thereto, themes, works and visual displays, or any component thereof and all patentable and unpatentable inventions or improvements upon or additions to an invention, trademarks (whether registered or unregistered), industrial designs, formulae, processes, designs, trade secrets and other scientific, engineering and technical information, data and know-how, utility models, copyrights including design copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, confidential information and any research effort relating to any of the above mentioned business names whether registrable or not and moral rights and any similar rights in any country.

13.3. Rights and obligations under this clause 11 shall continue in full force after the termination of this Agreement.

 

14. DATA PROTECTION

The Client consents and agrees to the use of the Client’s ‘Personal Data’ (as this clause is defined in Schedule 1) in accordance with the provisions of this Agreement, where necessary and the provision of the Services by the Company. Both Parties shall comply with their obligations and may exercise their respective rights and remedies under Schedule 1.

 

15. NON-WAIVER

No failure or neglect of either Party in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either Party must be contained in writing and signed by the Party.

 

16. SEVERABILITY

16.1. If any provision of this Agreement shall be held to be void or unenforceable by any court or other authority which decision is binding upon any Party, the Parties agree that such determination shall not result in the nullity or un-enforceability of the remaining provisions of this Agreement. The Parties agree to use their best endeavors to replace such unenforceable provision in a manner which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

 

17. GOVERNING LAW AND JURISDICTION

17.1. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom and Wales.

17.2. A Party may notify the other Party in writing that a dispute has arisen. The Parties will, in the first instance, attempt to resolve the dispute, controversy, claim or allegation of breach by entering into good faith negotiations. The Parties shall meet to attempt, in good faith, to resolve the dispute by negotiation, either directly or through the assistance of such advisors as they may engage. If, within one (1) month, the Parties do not reach agreement on the resolution of the dispute, the Parties agree to proceed to mediation and undertake to abide by the terms of any settlement reached.

 

18. NOTICES

18.1. Any notice or other communication under or in connection with this Agreement is to be in writing in the English language and signed by or on behalf of the Party giving it. The notice or communication may be served by being delivered personally or sending it by registered post or by e-mail to the Party due to receive the notice or communication at the address set out in clause 16.3or such other address as that Party may (for the purposes of this clause 16) specify from time to time in writing to the other Party.

18.2. In the absence of evidence of earlier receipt any notice or communication so served is deemed to have been received:

18.2.1. In the case of personal service, on delivery;

18.2.2. In the case of registered post, seven (7) days from the date of posting; and

18.2.3. If sent by e-mail, within twenty four (24) hours from the time of sending evidenced on the sender’s e-mail,

provided that if, in accordance with the above provisions, any such notice would otherwise be deemed to be given or made outside normal working hours in the place of service of the notice it shall be deemed to be given or made at the start of the normal working hours on the next business day.

 

19. VARIATION

19.1. The Company may modify this Agreement or any additional terms as set out in the Business Operations Manual of the Company that apply to the Services to reflect any changes or any other relevant developments. It is the Client’s responsibility to familiarize himself/herself with these terms on a regular basis. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are notified to the Client. However, changes addressing new Services or changes made for legal reasons will be effective immediately.

19.2. Subject to 17.1, no variation or amendment to this Agreement will be binding on the Parties unless agreed upon in writing and signed by both Parties.

 

20. ASSIGNMENT

20.1. The Company may transfer its rights and obligations under this Agreement to another organisation. The Company will inform the Client in writing if this happens and will ensure that the transfer will not affect the Client’s rights under this Agreement. Where the Client disagrees with the assignment in accordance with this 18, the Client may, on written notice to the Company, terminate this Agreement within 24 hours. The Company will refund to the Client any payments made in advance for the Service not provided.

20.2. The Client may not transfer his/her rights or obligations under this Agreement to another person, unless the Company agrees to such assignment in writing.

 

21. ENTIRE AGREEMENT

This Agreement, the Terms and Conditions and the Privacy Policy on the Company’s website and any other Company Policy comprise the entire agreement between the Parties.

SCHEDULE 1: DATA PROTECTION

PART A

1. For the purposes of this Schedule:

a. Data Protection Laws means any applicable law relating to the processing of Personal Data, as applicable to either Party or the Services, including:

i. the Directive 95/46/EC (Data Protection Directive) or the GDPR;

ii. any laws which implement such laws;

iii. any laws that replace, extend, re-enact, consolidate or amend any of the laws stated in (i) and (ii) above;

iv. all guidance, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (whether legally binding or not).

b. GDPR means the General Data Protection Regulation (EU) 2016/679;

c. Protected Data means Personal Data received from or on behalf of the Client, or obtained in connection with the performance of the Company’s obligations under the Agreement; and

d. Sub-processor means any agent, subcontractor or any other third Party engaged by the Company (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.

The terms “Controller”, “Data Subject”, “International Organisation” “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.

Compliance with data protection laws

2. The Parties agree that the Client is a Controller and the Company is a Processor for the processing of Protected Data pursuant to this Agreement.

3. The Company shall, and shall ensure its Sub-Processors and each of the Company personnel shall comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services.

4. Nothing in this Agreement relieves the Company of any responsibilities or liabilities under Data Protection Laws.

Indemnity

5. Each Party shall be liable for and shall indemnify (and keep indemnified) the other against all actions, proceedings, liabilities, costs, claims, losses, expenses, compensation paid to Data Subjects and other reasonable professional costs and expenses suffered or incurred by the indemnified Party arising out of or in connection with any breach of the Data Protection Laws by the indemnifying Party, its employees or agents.

Instructions

6. The Company shall only process (and shall ensure Company personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and the Client’s written instructions. The Company will immediately inform the Client if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.

Security

7. The Company shall implement appropriate technical and organisational measures to protect the Protected Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. The technical and organisational security measures which the Company shall have in place are set out in Part B to this Schedule.

Sub-processing

8. The Company will not permit any processing of Protected Data by any third Party (except Company personnel that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written permission of the Client, except (i) as specifically stated in this Schedule, or (ii) where such processing is required by any applicable law, regulation or public authority.

9. The Company shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written agreement containing data protection obligations that provide at least the same level of protection for Protected Data as those in this Schedule.

10. The Company shall remain fully liable to the Client under this Agreement for all the acts and omissions of each Sub-Processor and each of the Company Personnel as if they were its own.

11. Where a Sub-processor is engaged by the Company, the Company shall:

a. carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Protected Data required by this Schedule;

b. remain liable for any breach of this Schedule caused by a Sub-processor; and

c. provide relevant details and a copy of each agreement with a Sub-Processor to the Client on request.

Assistance

12. The Company shall, taking into account the nature of the processing, provide reasonable assistance to the Client insofar as this is possible, to enable the Client to respond to requests from a data subject seeking to exercise their rights under Data Protection Laws. In the event that such request is made directly to the Company, the Company shall promptly inform the Client of the same.

13. The Company shall to the extent required by Data Protection Laws, taking into account the nature of the processing and the information available to the Company, provide the Client with commercially reasonable assistance with data protection impact assessments (as such term is defined in Data Protection Laws) or prior consultations with data protection authorities that the Client is required to carry out under Data Protection Laws.

Data subject requests

14. The Company will record and refer all requests and communications received from Data Subjects or any Supervisory Authority to the Client which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and will not respond to any without the Client’s express written approval and strictly in accordance with the Client’s instructions unless and to the extent required by law.

International transfers

15. The Company will not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the EEA or to any International Organisation without the prior written consent of the Client.

Audits and records

16. The Company will, in accordance with Data Protection Laws, make available to the Client such information in the Company’s possession or control as the Client may reasonably request with a view to demonstrating the Company’s compliance with the obligations of data processors under Data Protection Laws in relation to its processing of Protected Data.

17. The Client may exercise its right to audit under Data Protection Laws through the Company providing:

a. an audit report not older than 18 months by an independent external auditor demonstrating that the Company’s technical and organisational measures are in accordance with the Company’s industry audit standard; and

b. additional information in the Company’s possession or control to a Supervisory Authority when it requests or requires additional information in relation to the data processing activities carried out by the Company under this Schedule.

Breach

18. The Company shall promptly (and in any event within 24 hours) notify the Client if it (or any of its Sub-Processors or the Company Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.

19. The Company shall promptly (and in any event within 24 hours) provide all information as the Client requires to report the circumstances referred to in paragraph 19 (above) to a Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.

Return/Deletion of Protected Data

20. Upon termination or expiry of the Agreement, the Company shall at the Client’s election, promptly (and in any event, within 30 days of the expiry of the Agreement) delete or return to the Client the Protected Data (including existing copies) in the Company’s possession by secure file transfer, save to the extent that the Company is required by any applicable law to retain some or all of the Protected Data.

21. The Company will provide written certification to the Client that it has fully complied with the section above within 30 days of the expiry of the Agreement.

Survival

22. This Schedule shall survive termination or expiry of the Agreement for any reason.

PART B

Section 1 – Data processing

Processing of the Protected Data by the Company under this Schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of Part B.

Subject-matter of processing:

The Company’s provision of the Services and any related technical support to Client.

Duration of the processing:

The term plus the period from expiry of the term until return/deletion of all Protected Data by the Company in accordance with this Schedule.

Nature and purpose of the processing:

The Company will Process Protected Data for the purpose of providing the Services and any related technical support to the Client in accordance with this Schedule.

Type of Personal Data:

● names, email addresses, physical addresses.

Categories of Data Subjects:

Protected Data will concern the following categories of Data Subjects:

● Data Subjects about whom the Company collects Protected Data in its provision of the Services; and/or

● Data Subjects about whom Protected Data is transferred to the Company in connection with the Services by, at the direction of, or on behalf of Client.