Hypnodieting Ltd. Training Terms and Conditions.
In this Document:
“Client” means all clients or potential clients of the Therapy business from time to time.
“DPA” means the Data Protection Act 1998 and any consolidating or superseding legislation of such Act.
“Consultant” (Or “Hypnodieting Consultant”) means the individual who has undergone the Training as below.
“Intellectual Property” means any intellectual property belonging to us including, by way of illustration only, all rights in designs, forms, training and marketing materials, copyright in software or the Training Manual, the Trade Marks and unregistered trade marks we make available to you for use in the provision of the Therapy.
“Know-How” means the Hypnodieting Ltd. information and expertise we provide to you, including the contents of the Training Manual.
“Marketing Materials” means publicity and promotional materials we provide or make available to you in relation to the Therapy.
“Month” means a calendar month.
“Name” means “Hypnodieting”
“Nominated Supplier” means the nominated suppliers we notify to you from time to time.
“Personal Data” means any data which consists of information relating to an identified or identifiable natural person (“Data Subject”).
“Processing” means obtaining, recording or holding Personal Data or carrying out any operation or set of operations on Personal Data (whether or not by automated means) and “Process” and “Processed” shall be construed accordingly.
“Products” means consumables, client folders and pedometers we make available to you and our other Hypnodieting Consultants for sale or distribution in relation to the provision of the Therapy.
“Training Manual” means the written material we provide describing the stipulated method of providing the Therapy including any additions or alterations we provide from time to time.
“Start-Up Package” means the Equipment, stationery and other materials specified in Schedule 1.
“Therapy” means the provision of therapy detailed in the Training Manual and the Training, using or associated with all Trade Marks, branded Products, skill and operational methods and knowledge we have developed or approved or subsequently develop or approve.
“Trade Marks” means the registered and unregistered trade marks and names belonging to us or otherwise made available to you for use in the operation of the Business or otherwise as we notify to you from time to time.
“Training” means the training in the operation of the Therapy we provide to you; including Training in the understanding of and delivery to the client of the six-session Hypnodieting weight loss programme, as detailed in the Training Manual.
Course Fees: All course fees must be received in full at least 6 weeks before commencement of the Course. All prices are as stated and are exclusive of VAT.
Cancellation of Course: Cancellation can only be accepted with (i) a minimum of six weeks written notice to the commencement date (ii) and an acknowledgement received in writing by authorised Hypnodieting Ltd. personnel only. Cancellations made within 6 weeks of the agreed start date are not accepted and no refund is payable.
Refund Policy: Where a request for cancellation has been accepted a full refund of fees paid will be made. Payments by credit card, in line with the Credit Consumer Act 1974, are subject to a mandatory cooling off period of 14 days.
Privacy Notice: In the circumstances when Hypnodieting Ltd has taken payment for courses or product over the telephone, any financial data imparted to Hypnodieting Ltd will be destroyed after the transaction has been completed. Financial information is not stored to process further transactions; any future transaction will require the financial information to be re-submitted.
Provision of service: Hypnodieting Ltd reserves the right to accept, cancel, postpone, alter or delay any booking.
Methods of Payment: Credit/Debit Card and PayPal Payments are accepted for full payment and deposits. Cheques and BACS payments are accepted for full payment only. Cheques should be made payable to Hypnodieting Ltd.; and sent to Greene Partnership, Durkan House, 155 East Barnet Road, New Barnet, Herts, EN5 8QZ
BACS credits should be directed to: Hypnodieting Ltd.
Santander Sort Code 09 – 01 – 27 Account Number 45836802
Payment Details: When full payment has been received then a receipt will be sent to you.
Other printed or standard conditions: These Conditions and the Contract constitute the entire understanding of the parties and shall apply to the Contract to the exclusion of any other contractual terms and conditions and no contractual terms contained in any document sent by the Hypnodieting Consultant shall be of any effect with respect to the contract unless expressly accepted by Hypnodieting Ltd. in writing. The Hypnodieting Consultant acknowledges that they have not relied on and shall not be entitled to rescind the contract or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or statement which is not set out in these conditions. These conditions may not be varied or waived except with the express written agreement of Hypnodieting Ltd…
Scheduled courses: Please note that for scheduled courses, trainers aim to deliver the content specified in each scheduled outline. Whilst Hypnodieting Ltd. endeavours to ensure delegates attending a scheduled course are of similar ability Hypnodieting Ltd. cannot accept responsibility if any part(s) of the scheduled course outline are not covered.
Your booking: Any unattended courses, workshops or uncompleted assignments do not attract any refunds.
Agreement: Hypnodieting Ltd. accepts no liability and offers no guarantees for any therapeutic intervention provided by Hypnodieting Ltd to any third party. The terms contained herein will be legally binding between the Hypnodieting Consultant and Hypnodieting Ltd..
WHAT YOU MUST DO:
You must not allow anyone else to operate or provide the Therapy using our System either independently or on your behalf and you must not subcontract anyone to perform any of your obligations under this Agreement without our prior written consent.
You agree to comply with all the procedures contained in the Training Manual or as we may notify to you in writing from time to time in order to maintain a consistent and high quality of service and experience to Clients, provided that you may vary such procedures if in your professional judgement such variance is in the best interests of the Client.
You must keep the Training Manual and all Course materials confidential and safe.
Before you begin your Practice as a Hypnodieting Consultant you must successfully undertake the Training. We will specify where and for how long the Training will take place. You will meet your out of pocket expenses including salaries, travelling, subsistence and accommodation expenses.
If you do not complete the Training to our satisfaction, we may immediately terminate this Agreement.
During the term of this Agreement you must:
maintain fully paid up public liability insurance with cover to such level and sum that we may notify to you from time to time;
provide and maintain fully paid up insurance against such risks that are commonly required for a business of the nature of your business;
if requested provide to us annually, and as soon as possible after issue, with a full and accurate copy of all insurance certificates or policies, together with receipts for the payments of premiums;
not cancel or materially alter the terms of any insurance policies without our consent; and
not breach any of the terms and conditions of any policy of insurance relating to the Business.
During the term of this Agreement you must:
provide the Therapy under the Name;
provide the Therapy in the manner described in this Agreement, in the Training Manual and in accordance with the Training;
indemnify us against all costs, claims, actions, expenses, proceedings, professional adviser’s fees, losses or liabilities (including without limitation, economic loss and loss of profit (direct or indirect) indirect loss or consequential loss) and expenses arising out of your provision of the Therapy and made against or suffered by us resulting from your failure to comply with this Agreement, unless such claims losses arose out of our act or omission;
not at any time, do anything to prejudice the reputation of the Therapy;
not at any time, do anything to affect adversely our Name, Trade Marks or other Intellectual Property;
obtain and keep in force all licences, permissions, consents and accreditations which are required by law to be held by you in relation to the operation and provision of the Therapy including, without limitation, all registrations required under the DPA; and local environmental requirements.
You must buy the Products only from us, our Nominated Suppliers or any of our other licensees on our terms and conditions or those of the Nominated Suppliers or our other licensees (as the case may be). You may purchase other approved products for sale in relation to the Therapy from suppliers approved by us with our consent.
You must maintain sufficient levels of stock of Products to provide a high quality service and you acknowledge that the Products are not for resale.
We may, without notice, inspect the quality and source of any Products used and/or sold in relation to your provision of the Therapy.
You will at all times keep the Premises or any other premises that you operate the Business in a clean, tidy, presentable and safe condition to a standard which enables the Therapy to be provided in a proper and efficient manner and in accordance with the Training Manual.
INTELLECTUAL PROPERTY, TRADE MARKS AND CONFIDENTIAL INFORMATION:
You acknowledge that by using the Name and Trade Marks that you are representing us and that you will not infringe or misuse any Intellectual Property made available to you in relation to the provision of the Therapy and will at all times use the Intellectual Property in accordance with instructions we may issue to you from time to time.
You confirm that any goodwill arising out of your use of the Intellectual Property belongs to us or the owner of the Intellectual Property, as appropriate.
You will not use the Intellectual Property or anything confusingly similar to any part of it for anything other than in relation to the provision of the Therapy.
You will immediately tell us if you become aware of any infringement by anyone else of the Intellectual Property or other intellectual property rights made available to you or of any unauthorised disclosure of any Know-How. You will help us, as far as is reasonable, to enforce those rights. We are solely responsible for any proceedings in relation to the Intellectual Property. You will not make any settlement or admission or otherwise take steps in any such proceedings without our consent.
You must not apply to register any trade mark or create or use a website in your own or any other name for use in relation to the provision of the Therapy or register a company or form any trading entity using any part of our name or the Trade Marks or anything similar to them without our consent.
You may operate your own website that refers to the Name and the Trade Marks provided that it complies with such qualitative requirements as we may require from time to time to protect the integrity of the Name and Trade Marks.
You acknowledge that we, in giving advice to and assisting you provide the Therapy, have not made or given to you any representations, guarantees or warranties.
We do not warrant that the Intellectual Property is valid.
WHAT WE MUST DO:
Before the Start Date we shall:
provide you with the Training;
subject to you successfully completing the Training; provide you with a certificate that accredits you to provide the Therapy to the Clients;
provide you with the Start-Up Package.
During the term of this Agreement we shall:
at our sole discretion provide you with any Marketing Materials and any other promotional material which we consider appropriate or which you reasonably request, but you shall pay for any Marketing Materials which are provided at your request
provide whatever marketing and advertising assistance to support you as we consider necessary;
supply or arrange the supply Products to you on our usual terms and conditions of sale;
use our reasonable endeavours to ensure the prompt delivery of Products to you;
from time to time (if and when we consider it necessary or desirable) hold regional and/or national meetings and/or seminars and/or managerial programmes which will be provided at our expense, except for your out of pocket expenses including salaries, travelling, subsistence and accommodation expenses;
We do not offer a guarantee or assurance as to the level of revenue or costs that you will receive or incur in the course of operating and/or providing the Therapy.
Publicity: We may, at our sole discretion, run or operate national advertising and marketing campaigns or procedures for our benefit or the benefit of all Hypnodieting Consultants.
TERMINATION OF THE AGREEMENT
In addition to any of our other rights of termination without under this Agreement we will have the right to terminate this Agreement and any licence granted to you under this Agreement immediately if any one of the following events happens, namely:
you are in breach of a substantial term of this Agreement;
you are in breach of any trade mark licence between you and us;
we have given you notice that you are in breach of any term of this Agreement and you have failed to remedy the breach within 30 days of the date of our notice;
any licence or consent required for the provision of the Therapy is revoked or terminated;
any Trade Mark or Intellectual Property becomes invalid;
you are convicted of a criminal offence, which materially affects the operation of the Therapy or our reputation or the Intellectual Property or any of our other licensees.
We are entitled to terminate this Agreement by giving 30 days’ written notice to you if there are persistent complaints from Clients concerning the quality of experience and Therapy you provide and, on full and proper investigation, we find those complaints justified unless, during that 30 day period, you can satisfy us that such complaints are unfair and/or unfounded. For the purpose of this paragraph “persistent” means an average of two complaints per Month for any period of 6 Months or more.
WHAT HAPPENS AFTER TERMINATION
After this Agreement has come to an end for any reason, you (or your receiver) must use your best endeavours to:
immediately pay to us all sums due to us up to the date of termination;
immediately pay all other debts and liabilities to anyone incurred by or on your behalf as expenses of the Business;
immediately stop providing the Therapy;
immediately stop representing yourself as our licensee and using the Intellectual Property, the Trade Marks and trading Name (including, without limitation, any stationery incorporating any part of the Intellectual Property) and all telephone numbers used by you in relation to the Therapy;
immediately remove all signage, livery and other markings from the Premises that refers to or includes the Name or the Trade Marks;
deliver up all Marketing Materials attached to or in the Premises except for anything which is your personal property;
return to us in good condition all copies of the Training Manual;
For the avoidance of doubt, termination of this Agreement will not affect any provisions in this Agreement which are expressly stated to apply on or after termination.
At no time after the termination (for whatever reason) of this Agreement must you disclose any confidential information which remains outside of the public domain, other than by reason of your breach of your obligations under this Agreement, unless you are legally obliged to disclose any such confidential information and provided that you first consult with us so that an appropriate course of action can be agreed.
ASSIGNMENT BY THE COMPANY
We may sell, assign or otherwise deal with this Agreement and all our rights under it
without your consent and it shall be for the benefit of our successors and assignees.
You may not sell, assign or otherwise deal with your rights under this Agreement without our consent.
PARTNERSHIP AND AGENCY
This Agreement does not constitute a partnership between us and you. You must act solely as an independent trader and must not act or claim to act as our agent.
By agreeing not to enforce any rights under this Agreement (for breach or otherwise) we or you will not be prevented from subsequently enforcing those rights or any other rights in that instance or any other instance.
This Agreement contains the entire agreement between the parties in relation to its subject matter. You irrevocably and unconditionally waive any right you may have to claim damages for, and/or to rescind this Agreement because of, breach of any warranty not contained in this Agreement, or any misrepresentation whether or not contained in this Agreement, unless such misrepresentation was made fraudulently.
You acknowledge that we have advised you to take independent professional advice on the terms of this Agreement and the purchase of the Business, prior to entering into this Agreement.
LAW AND JURISDICTION
This Agreement is governed by and is to be construed in all respects in accordance with the laws of England. We and you irrevocably submit to the exclusive jurisdiction of the English courts.
Head Office for correspondence: Hypnodieting Ltd. Greene Partnership, Durkan House, 155 East Barnet Road, New Barnet, Herts, EN5 8QZ.
THE START-UP PACKAGE
1) Five complete Client folders containing all handouts and branded pedometer covering the six session therapy course. (These are to be provided free to the client by the therapist)
2) 1 x Course manual
3) 250 Business cards
4) 1 x CDROM containing Printable documents for use in the Therapy and marketing material templates
If either we or you are unable to perform any obligations under this Agreement because of any of the events set out below, then that party will not have to carry out those obligations for as long as and to the extent that such event prevents or delays performance. If a party cannot perform its obligations for a period exceeding 4 weeks then, unless we agree otherwise, this Agreement will terminate. The events referred to in this paragraph are:
fire, explosion, flood, reduction or unavailability of power, riot, war, national emergency, malicious damage, theft, lock-out or trade dispute, shortage or non-availability of material, destruction or damage of essential equipment, or any other act, omission, or state of affairs of a similar nature beyond the control of the party seeking to rely on it for the purpose of relieving their obligations under this Agreement.