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Last updated 31st December, 2020
1.1 These Terms and Conditions apply to the provision of the Services detailed by Nordia Philpott trading as Restoration Therapy of Beaconsfield Court, West Midlands, WS1 2EE (we or us or Service Provider) to the person buying the Services (you or Customer).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or the date of any Services' performance (whichever happens earlier). These Terms and Conditions and our quotation (the Contract) are the entire Agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 We warrant that we use reasonable care and skill in our Services' performance, which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavours to complete the Services' performance within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3.3 All of these Terms and Conditions apply to the supply of any goods and Services unless we specify otherwise.
4.1 You must obtain any permissions, consents, licences or otherwise that we need and give us access to all relevant information, materials, and other matters that we need to provide the Services.
4.2 If you do not comply with clause 4.1, we can terminate the Services.
4.3 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
5.1 The Fees for the Services vary depending on if you are a for-profit organisation, non-profit organisation or an individual. Unless quoted otherwise, the following Fees are per session:
5.2 For Workplace Counselling Services, an alternative retainer option includes two Fees: a monthly £10 Fee per employee and a £45 per session Fee. The retainer service will be contracted for either 6 or 12 months. We'll invoice within 14 days of the next month, and our payment terms are 30 days from the invoice date.
5.3 After the initial consultation, you are required to book a block of three sessions. After these three, bookings are open-ended and we will continue to support for as long as our assistance is needed.
5.4 All sessions are to be booked and paid in advance seven working days before the appointment.
5.5 In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of Services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials necessary for the provision of the Services.
5.6 You must pay us for any additional Services provided by us that are not specified in the quotation in accordance with our current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 5.5 also apply to these additional Services.
5.7 The Fees are inclusive of any applicable VAT and other taxes or levies imposed or charged by any competent authority.
5.8 You do not need to pay a deposit ("Deposit") as detailed in the quotation when accepting this quotation.
5.9 If you do not pay the invoice to us according to this section, we can either withhold the Services' provision until the payment is received or can terminate under the clause below (Termination).
5.10 All payments are non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
5.11 We will invoice you for payment of the Fees before Services are required.
5.12 We will issue receipts for payment only at your request.
5.13 All payments must be made in British Pounds unless otherwise agreed in writing between us.
6.1 We can withdraw, cancel or amend a quotation if you have not accepted it, or if the Services have not started, within three working days from the date of the quotation, (unless the quotation has been withdrawn).
6.2 Either you or we can cancel an order for any reason before your acceptance (or rejection) of the quotation three working days after receiving this quotation.
6.3 If you want to amend any Services' details, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to you.
6.4 If due to circumstances beyond our control, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
7.1 We 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 a third party.
7.2 You must not, without our 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.
8.1 If you are unable to attend the session for any reason, we require 48 hours’ notice. Failing to provide notice, you will be charged at the full rate of the session. You will be able to DNA (did not attend) without notice three times before the therapy contract is closed. In the case of illness or emergency, please contact us at your earliest opportunity. Your situation will be considered, and we'll discuss how best to move forwards.
8.2 We can terminate the provision of the Services immediately if you:
We reserve all copyright and any other intellectual property rights that may exist in any goods supplied in connection with the Services' provision. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
10.1 Our liability under these Terms and Conditions, and in breach of statutory duty, tort, misrepresentation or otherwise, shall be limited as set out in this section.
10.2 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
10.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
10.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
10.5 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 other matters for which it would be unlawful to exclude or limit liability.
11.1 When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
11.2 The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider 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.
11.3 For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR. All Data is stored on Power Diary, which is compliant with GDPR standards.
11.4 The Service Provider 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 Customer, 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.
11.5 The Service Provider 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.
11.6 The Service Provider shall implement and maintain technical and organisational security measures required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
11.7 Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found on our Server and Online Portal Power diary. For any enquiries or complaints regarding data privacy, you can email firstname.lastname@example.org.
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the party in question. If the delay continues for 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
13.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2 Notices shall be deemed to have been duly given:
13.3 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
This Agreement shall be governed by and interpreted according to the law of England and Wales, and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.