Terms And Conditions

TERMS AND CONDITIONS for the PROVISION of Corporate Therapeutic Coaching &/or Workplace Well-being Facilitation.

There standard Terms and Conditions apply to all services delivered by U2U Coaching And Hypnosis and should be read in conjunction with those which apply to specific services as details on the Quotation or Schedule of Services.

Definitions

In this document, unless the context otherwise requires, the expressions below have the following meanings:

“Client” any individual, organisation or board of Trustees/Directors which purchases services from the Supplier, and hereinafter referred to as “the Client”, “you” and “your”;

“proposal” The initial scoping and tailoring document to inform service delivery and schedule.

“Schedule” the separate document in which the specific Services to be provided are set out, with timescales, fees, payment terms and other details and any terms and conditions specific to that Service;

“Services” that which is to be provided by the Supplier to the Client as set out in the Schedule;

“Supplier” U2U Coaching And Hypnosis, hereinafter referred to as “U2U Coaching And Hypnosis, “we”, “us” or “our”.

Any reference in this document to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in this document are for convenience only and shall not affect their interpretation.
A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
Words imparting the singular number shall include the plural and vice-versa.

Application
1. These Terms and Conditions shall apply to the provision by U2U Coaching and Hypnosis ( a trading name of Amy Cinnamond) of Services to the Client, as details in the Schedule or any subsequent email.
2. We accept your instructions in good faith and assume these are provided by an officer of your organisation with authority to procure.
3. In the event of conflict between these Terms and Conditions and any other terms and conditions of the Client, the former shall prevail unless expressly agreed by U2U Coaching And Hypnosis in writing. Where the conflict is between these and any other terms and conditions provided by U2U Coaching And Hypnosis in a Schedule or email, the most recent terms will apply.
4. If you request Services from us and your request is accepted, our acceptance of your request is conditional on your agreement to these Terms and Conditions in full. For the avoidance of doubt, such agreement will be deemed to be given through the signing and returning of the Schedule or an email from an officer of your organisation instructing the commencement of work. Or where a Contract of work procured is issued by yourself, the following terms will be withstanding.
5. These Terms and Conditions may be varied by U2U Coaching And Hypnosis from time to time. In the event of any such variation U2U Coaching And Hypnosis will notify you of the new terms. If you do not accept the revised terms and you notify U2U Coaching And Hypnosis accordingly, then the existing terms will apply to any already contracted Services for the duration of the current period of Service provision. In requesting further Services after U2U Coaching And Hypnosis has notified you of changes, then you will be deemed to have accepted the revised terms in full.

Responsibilities of U2U Coaching And Hypnosis
1. With effect from the commencement date of this document, as set out in the Schedule, and in consideration of the fees being paid in accordance with the Payment terms, we will provide the Services expressly defined in the Schedule or otherwise agreed under these Terms and Conditions.
2. We will keep and maintain records of work completed and make them available to you in line with the terms of the specific Services.
3. Where agreed there will be regular reports/updates on the progress of any work being completed on your behalf. (Verbal/written)
4. We will raise any issues or concerns that may be found during the term of the Service provision.

Responsibilities of the Client
1. You will give U2U Coaching And Hypnosis all proper and necessary and timely instructions, authority, data and information to enable us to undertake lawfully and effectively the Services instructed, and to complete the work within the agreed timescales as set out in the Schedule and those instructing us indemnify us accordingly.
2. You hold the right to supply U2U Coaching And Hypnosis with any such information, and in doing so do not infringe any rights held by third party or cause a breach by either party of any regulations or other legal duty owed to any third party.
3. You will promptly notify U2U Coaching And Hypnosis if any further or different data, documentation or information comes to your attention which renders any earlier information provided as untrue or misleading.
4. You will cooperate fully with U2U Coaching And Hypnosis in the provision of the Services.

Service Provision
1. U2U Coaching And Hypnosis will use all reasonable skill and care to perform the Services identified in the Schedule or otherwise agreed under these Terms and Conditions. Unless expressly agreed in writing no further conditions, warranties or representations are given by Cogent HR in relation to the Services and any such terms are excluded to the fullest extent permitted by law.
2. All commitments with respect to the timing and scope of a project given to you by U2U Coaching And Hypnosis, whether verbal or written, are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, unforeseen difficulty in obtaining information or contacting an individual). For this reason, whilst U2U Coaching And Hypnosis agrees to use its best endeavours to fulfil such commitments to you on the timing and the scope of consultancy and other projects, we cannot guarantee performance in either respect.

Fees
1. Where U2U Coaching And Hypnosis has provided you with an estimate for Services, we reserve the right to increase that estimate where there is a change in the Services to be supplied under the Schedule.
2. You agree to pay our fees in accordance with the Payment terms.
3. Our fees are based on a “time-based” (normally daily or hourly except where otherwise agreed in advance) rate or “fixed fee” (where the fee is agreed for the work to be completed regardless of how long it takes). The Schedule lists the basis on which we agree to supply the Services. Any additional work required which is not covered will be agreed with you and will result in a new Schedule being issued.
4. You agree to pay U2U Coaching And Hypnosis for any additional Services provided by us that are not specified in the Schedule in accordance with the then current applicable daily or hourly rate in effect at the time of the performance or such other rate as may be agreed. We will not occur these without your prior consent unless circumstances are exceptional.
5. All sums payable by either party pursuant to the schedule are exclusive of any Value Added Tax (VAT) unless otherwise stated.

Expenses
1. U2U Coaching And Hypnosis shall be entitled to recover from you reasonable incidental expenses in connection with the provision of the Services.
2. The Schedule will set out where expenses will be charged. You agree to reimburse such expenses in addition to the Service fee.
3. Expenses will be charged at cost (with the exception of mileage which is charged at the HMRC approved mileage rate for the first 10,000 miles of business mileage, 45p as of May 2021).
4. Any additional charge for incidental expenses will normally be waived, except where such costs are significant in value in which case the expense will be agreed with you in advance.
5. Every attempt will be made to minimise expenses and will never pass on to you more than the actual cost incurred.
6. Allowance expenses are charged to you at the gross invoice value.

Payment
1. Payment of fees rendered by invoice are dues as standard, and unless otherwise agreed, within seven days from the invoice date. We are unable to offer credit.
2. Payment to us must be for the full amount agreed and as invoiced, and you agree to adjust all payments to take into account any charged levied (such as may be made by the transferring bank) so that the full amount due is received by U2U Coaching And Hypnosis.
3. You agree to pay all government taxes and duties, regardless of origin, that may apply to your payments to U2U Coaching And Hypnosis. Each party will be responsible for recovering their own entitlements in respect of pre-payments (such as in respect of VAT or sales tax).
4. Interest may be applied to any overdue accounts at the rate of 5% over Bank of England base rate per month on all amounts that remain unpaid 30 days after the agreed payment date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
5. Where payment has not been received, we reserve the right to withhold Services, documents and information, any have the right to cease to work on your account, and to terminate the engagement if payments are unduly delayed. In such circumstances, U2U Coaching And Hypnosis will not be responsible for any inconvenience, loss or damage caused. This right applies not just to the Service for which the payment is in arrears but also any other Services supplied to you by us, whether or not payments against those are in arrears.

Variation and Amendments
1. If you wish to vary any details of the Schedule you must notify us in writing at your earliest opportunity. U2U Coaching And Hypnosis shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to you.
2. If, due to circumstances beyond U2U Coaching And Hypnosis control, we have to make any change in the arrangements relating to the provision of the Services in the Schedule, we shall notify you forthwith. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.

Subcontracting and Assignment
1. U2U Coaching And Hypnosis can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
2. You must not, without prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Copyright and Intellectual Property
1. U2U Coaching And Hypnosis reserves all copyright, intellectual property and any other rights (if any) which may subsist in the products of, or in connection with, the provision of our Services, which includes, but is not limited to, generic and tailored documents, analysis, reports, presentations and training materials etc held both electronically and on paper. Any such materials shall be licensed to you for your internal use only.
2. U2U Coaching And Hypnosis reserves the right to take such actions as may be appropriate to restrain or prevent infringement or such copyright or intellectual property.
3. You undertake to keep all materials created by U2U Coaching And Hypnosis confidential and not to copy, publish or distribute any such information, materials or documents to any third party without Cogent HR’s prior written consent (except where such information is in the public domain or you are required to disclose such information by law).
4. Your interests in respect of this clause and any materials provided by you to use are protected by U2U Coaching And Hypnosis blanket confidentiality commitment in respect of the dissemination of any and all materials related specifically to your business outlined in 12. below.

Confidentiality
1. All data, documentation and information provided by you and advice given by U2U Coaching And Hypnosis is treated in the strictest confidence, disclosed only to those who need access to it in order to deliver Services and stored, whether in hard copy or electronically, under strictest security at our office.
2. We agree never to share information relating to your business with any third party without prior consent, except as required to compete the Services, and unless requited to do so by law or to comply with regulations or quality control reviews. Likewise, you agree not to use or copy or allow use of the output of the work we do for you with a third party without our prior permission.
3. We may communicate with you electronically and you accept the risks associated with such communications, except anything arising through our negligence or wilful default.

Conflicts
1. U2U Coaching And Hypnosis will bring to your attention any conflict of interest that may arise between your instructions and the terms under which Cogent HR is acting, or has acted, for another client at the time that is becomes apparent to U2U Coaching And Hypnosis (where such third party instructions were received prior to your instructions). Such a declaration by U2U Coaching And Hypnosis will be general in nature so as not to prejudice the confidentiality with the third party. You will notify us if you have any reason to believe that such a conflict has arisen or may arise.
2. You recognise that we may have to terminate Services to you in line with clause 20. in the event that a conflict arises between our duties to you and to another client if, in our judgement, we are unable to proceed with the Services and maintain our fiduciary duty.

Liability
1. Our liability under these Terms and Conditions, and any breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
2. U2U Coaching And Hypnosis provides information, advice and services in good faith based upon information available to us at the time. We do not warrant the accuracy of information provided. It is for you to decide whether or not to accept our advice in making your own management decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore, U2U Coaching And Hypnosis accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
3. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
4. Except in respect of death or personal injury cause by our negligence, U2U Coaching And Hypnosis will not by reason of any representation, implied warranty, express condition or other term, or any duty at common law be liable for any loss of profit or any indirect, special or consequential loss (such as lost profit, lost opportunity, lost reputation, lost data), damage, costs, expenses or other claims in connection with the provision of the Services or with the use by you of the Services supplied.
5. You shall indemnify U2U Coaching And Hypnosis against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) cause by you, your agent or members of your workforce.
6. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any matters which it would be unlawful to exclude or limit liability.
7. You accept that the limitations of Cogent HR’s liability set out above are reasonable in all the circumstances.

Force Majeure
1. U2U Coaching And Hypnosis nor the Client shall be liable to the other or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of either party’s obligations if the delay or failure was due to any cause beyond that party’s reasonable control and which could not have been reasonably predicted. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:

Act of God, explosion, flood, tempest, fire or accident;
War or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition;
Acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority;
Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either U2U Coaching And Hypnosis of the Client or of a third party);
Power failure or breakdown of machinery.
1. Where the delay caused by events outside either party’s control or influence causes such delay that the purpose of these Terms and Conditions is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the work set out in the Schedule. In such circumstances, you will not make any further payment of fees but there will be no refund of payments already made (including any payments for any Services that remain unfulfilled) and U2U Coaching And Hypnosis will be entitled to recover any costs already incurred.

Waiver
1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions of this Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.
2. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and either signed by the waiving party or emailed from the work email address of any appropriate officer of the waiting party’s organisation, and then only in the instance and for the purpose for which the waiver is given.

Data Protection
1. When supplying the Services to the Client, U2U Coaching And Hypnosis may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Client.
2. The parties agree that where such processing of personal data takes place, the Client shall be the 'data controller' and the U2U Coaching And Hypnosis shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
4. U2U Coaching And Hypnosis shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Client, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
5. U2U Coaching And Hypnosis shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
6. U2U Coaching And Hypnosis shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by U2U Coaching And Hypnosis on behalf of the Client.

Publicity
1. U2U Coaching And Hypnosis shall have the right, without further reference to you, to publicise the fact that your organisation is, or was, a Client and to utilise your organisation’s name in publicity materials in this respect unless you specifically inform us in writing that we may not do this. U2U Coaching And Hypnosis may also describe in general terms the type of work conducted for you but shall not be permitted to link your organisation and the work undertaken without your prior permission.

Termination
1. U2U Coaching And Hypnosis reserves the right to withdraw our Services form you without requirement of explanation, upon the giving of notice to you in writing, without liability.
2. U2U Coaching And Hypnosis shall be entitled to terminate any Services immediately in the event that you fail to make payment of any fees which are due and payable, or if you are otherwise in material breach of these Terms and Conditions.
3. Either party may terminate the Contract between the Parties by providing to the other no less than 30 days’ notice, provided at any time, in writing.
4. Where the Client terminates any instructions or Contract before the completion of the Services then the Client will be liable to pay to U2U Coaching And Hypnosis:

A sum equal to the value of any expenses or disbursements which have been incurred or committed to by U2U Coaching And Hypnosis, whether or not agreed in advance;
The sum of £500 per day or part day in which any preparatory work has been completed.
1. In the event of termination under the above clause, U2U Coaching And Hypnosis shall retain any sums already paid by you without prejudice to any other rights we may have whether at law or otherwise.
2. Clauses which expressly or by implication survive termination shall continue in full force and effect.

Complaints and Disputes
1. We want you to be entirely satisfied with the services provided to you. If, however, you are not satisfied, please notify us without delay. The matter will be dealt with in accordance with U2U Coaching And Hypnosis Complaints Procedure.
2. All unresolved disputes between the parties shall be referred to independent arbitration.

Applicable Law and Jurisdiction
1. These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Terms (including non-contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Integral part of the Contract
1. In signing the Schedule, you accept that all of these Terms have been read, understood and agreed.