COMMENCEMENT, DURATION AND STATUS

This Agreement commences on the date of signature and will continue until the Services are completed (or otherwise terminated in accordance with this Agreement).

The Services are as set out in “Schedule A” attached to the Agreement and you have engaged me to provide the Services on the terms of this Agreement. We may agree additional services to be brought into scope of our Agreement, and if this happens we will make amendments to Schedule A in writing.

As we commence the Services together I will send you my ‘Assessment Questionnaire’ and you agree to complete and return this, and to be honest and open and as in-depth as you can in your response. If we have agreed for other documentation to be provided by you at the outset of the Services, this will be detailed in Schedule A Part 3. During the Services I may at my discretion send you other assessments or exercises to complete and you agree that you will be completely honest and open in your responses and return them in a timely manner.

Certain sections of this Agreement only apply to you and me if you are a ‘consumer’, that is if you are an individual acting for purposes which are wholly or mainly outside your business or profession. By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that I must give you certain key information before a legally binding contract between you and me is made (see the bullet points below). I shall give you this information in a clear and understandable way in this Agreement:

• the main characteristics of the Services you are buying
• who I am and how you can contact me
• the price of the Services
• the arrangements for payment, carrying out the Services and the time by which I shall carry out the Services
• (where applicable) how to exercise your right to cancel the Agreement in the cooling off period if you are a consumer (see clause 5)
• my complaint handling policy

MY DUTIES

If you are a consumer you have protection under consumer rights legislation, including that I shall carry out the Services with reasonable care and skill.

I shall carry out the Services within the time period which is set out in Schedule A.

Unless otherwise specified, the services do not include therapy or counselling. They may involve all areas of your life. You acknowledge that deciding how to handle any issues which may arise, the choices you make in relation to them and whether or not you follow through on any agreed action is exclusively your responsibility. For this reason, although I fully expect great results to come from our sessions, I cannot guarantee any specific outcomes or that all clients will achieve the same results.

The Services do not constitute medical advice and are not intended to take the place of seeing licensed health professionals.

The Services do not treat mental disorders and are not a substitute for counselling, mental health care or medical treatment of any kind. By entering into this Agreement you confirm that you will not use the Services in place of any form of counselling, therapy or medical treatment.

If you are currently receiving treatment from a doctor or other healthcare professional, by entering into this Agreement you confirm that you have consulted with this person regarding the advisability of receiving the Services and that this person is aware of and supports your decision to proceed with the Services.

You will keep me informed of any changes to your medical health while you are receiving the Services.

All warranties and representations are excluded to the fullest extent permitted by law.

As set out in clause 4.2 below, if I am unable to provide any part of the Services, we shall reschedule that appointment or meeting to a mutually convenient time.

YOUR DUTIES

My provision of the Services to you is subject to:

- Your timely payment of the Payment in accordance with this Agreement;

- You providing me with the information requested at clause 1.3 and/or Part 3 of Schedule A, and as otherwise reasonably requested by me from time to time; and

- Your willingness to take appropriate action within reasonable and agreed timescales as recommended by me.

You agree to adhere to the terms of this Agreement and in particular you have noted the following:

- Your obligation to make Payment on time and in accordance with the agreed schedule;

- Your obligation to be open and honest at all times so that I may understand your specific needs and tailor the Services appropriately in response;

- Your obligation to comply with Part 3 of Schedule A and to respond to my requests for information and to take actions and complete tasks in a timely manner in line with the plans we mutually agree;

- that there is no general right of termination under the Agreement, and that the Initial Payment is non-refundable with the limited exceptions set out in my refund policy in clause 4.3;

- that the Services are ‘energy clearing services’, which by their very nature means that no particular outcomes or results are guaranteed.

You agree to behave respectfully, courteously and professionally in all dealings with me or members of my team (or third parties) who you may be introduced to during the course of the Services. You agree not to engage in any actions or activities which are intended to or are likely to bring me or my provision of the Services into disrepute, either during or after the term of this Agreement.

CANCELLATION, REFUNDS OR CHANGES TO THE SERVICES

You have requested me to provide the Services. I am invested in your success and it is imperative to the success of the Services that you are also committed, invested and fully engaged in the Services for the duration. There is therefore no general right to terminate, cancel or change the Services on notice during the term of the Agreement. Clause 5 sets out your rights as a consumer in this regard, so make sure to read this clause carefully.

It may be necessary for either of us to postpone or rearrange a consulting session due to unforeseen circumstances, in which case we shall endeavour to reschedule the Services at the earliest mutually convenient time. It is our joint intention however that we shall work collaboratively to an agreed schedule of consulting sessions so that the Services may be delivered within the timeframe and so this clause 4.2 is intended for rare and urgent situations only. All sessions must be taken by the date specified in Schedule A].

The fees are non-refundable except for:

- if you are a consumer, your right to a ‘cooling off’ period, as described in clause 5 below;

- where I cancel my Services completely (other than under 9.1 below) you are entitled to a partial refund for sessions which you have paid for in advance and which you have not received.

In all other circumstances I am not able to refund to you any of the payments you have made, and you remain liable for the whole price of the Services even where you do not complete your sessions with me or fully participate in the Services, as:

- payment is for the Services as a whole, not individual sessions;

- because I care about my service level I only take on a limited number of clients. Therefore you are liable to pay the full cost of the Services, as I shall stop marketing the programme, or limit the availability of my sessions, and will not allow anyone else to join once the places have been allocated; and

- as a reflection of the amount of preparation I need to put into the Services to make the process most effective for you and the amount of time I shall dedicate and set aside for preparing for and attending our sessions together. This approach also helps you with your own accountability and commitment to getting the best results from the Services.

COOLING OFF PERIOD FOR CONSUMERS

Subject to the other provisions in this clause (please note in particular clause 5.3), if you are a consumer you have the right to cancel this Agreement within 14 days without giving any reason. You are a consumer if you are an individual acting for purposes which are wholly or mainly outside your business.

The cancellation period will expire 14 days after the commencement of the Agreement.

However, if you confirm to me that you wish me to start to provide the Services within the 14 day cooling off period, then at this point my refund policy set out in clauses 4.3 and 4.4 will apply and if you subsequently exercise your right to cancel during the 14 day cooling-off period you will have to pay my reasonable costs of Services provided within that time. You confirm you wish me to start to provide the Services within the 14 day cooling off period by doing any of the following during that time:

- booking a session with me for which the allocated date and time will then, also as a service, be reserved for you to the exclusion of all others; or

- accessing or downloading any digital resources I make available to you;

- or joining any private social media group associated with my Services;

- or accessing any other supporting materials made available to you.

If you cancel this Agreement in accordance with the cooling off period in clause 5.1, I shall reimburse to you all payments received from you promptly and using the same means of payment as you used for the initial transaction, unless we have expressly agreed otherwise. However, this will only be the case if you have not confirmed to me you wish me to provide the Services within the cooling off period as specified in clause 5.3. In which case you will have to pay my reasonable costs.

PAYMENT AND TERMS

The Payment for the Services is defined and set out in Schedule A (‘Payment’). This Payment is made by you in consideration of my provision of the Services.

You agree to make the Initial Payment (as defined and set out in Schedule A) at the point of signing this Agreement in order that we may commence work together. Delivery of the Services will not commence until you have made this Initial Payment and we have received a signed copy of this Agreement. You note and agree that my refund policy set out in clause 4 will apply to the Initial Payment.

Unless agreed in writing between us, the Instalment Payments (as defined in Schedule A) will be set up and debited using our online payment system. The Instalment Payments will be taken automatically on set monthly dates and final payment upon completion of the Services.

If you become aware of any reasons or circumstances preventing you from meeting the dates for Payment set out in this Agreement, you must inform me in writing as soon as possible. I may, at my discretion, re-negotiate a revised Payment schedule with you.

If you fail to pay any Payments under this Agreement, then I shall have the right to (without prejudice to any other right or remedy that I may have):

- charge interest on the Payment from the due date at the annual rate of 4% above the base rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and you shall pay the interest immediately on demand; and

- suspend all Services until any and all due Instalment Payments have been made in full;

- terminate the Services if any Instalment Payment remains outstanding for longer than fourteen (14) days.

All sums payable under this Agreement shall become due immediately on termination of this Agreement, despite any other provision. If therefore you fail to make any Instalment Payment and I exercise my right under clause 6.5 above then I shall still be entitled to claim the total Payment amount despite termination of the Services. This clause 6.6 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

All expenses which you may incur in relation to the Services shall be paid by you, including any travel, subsistence or accommodation costs. All of my travel, subsistence and accommodation costs are included in the Payment (or as otherwise specifically detailed in Schedule A).

CONFIDENTIAL INFORMATION AND NON-DISPARAGEMENT

In this Agreement, Confidential Information means information in whatever form relating to you and your affairs that are confidential to you including (but not limited to):

- (i) information that I obtain in connection with the provision of the Services and

- (ii) the fact that I am providing the Services to you.

I acknowledge that in providing the Services I may have access to Confidential Information.

I agree that (except in the proper course of my duties) I will not use or disclose to any third party any Confidential Information. This clause 7.3 does not apply to:

- any use or disclosure authorised in writing by you or as required by law;

- any use or disclosure which I in my absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or

- any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.

During the course of the Services, each party is likely to provide to the other sensitive information. Neither party shall use such information for any purpose other than in the course of our working collaboratively together.

Each party agrees not to engage in any conduct or communications, public or private, intended or likely to disparage the other or damage their interests.

DATA PROTECTION AND INTELLECTUAL PROPERTY

You acknowledge and agree that your personal data will be processed by and on behalf of me as part of me providing you with the Services. You can find full details of how I will store and use your personal data in my privacy policy here https://www.listenindeep.com/privacy-policy.

I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use in relation to the Services and nothing in this Agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.

You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that I use or make available to you during the Services.

I do however grant to you a limited, non-exclusive, non-transferable, non-sub-licensable revocable licence to use all or any of the content or materials used for the purposes for which the Services were provided only.

You may not without my prior written consent make any audio or visual recordings of all or any part of the delivery of the Services. You agree that I may make recordings which may include your image, voice, name and likeness during the course of this Agreement, if sessions take place on systems that allow for recording. Recordings of our calls and sessions will only be made available to you, for the purposes of learning and development in accordance with the scope of the Services. You shall not distribute or share any recordings of the Services provided to anyone.

During or after the term of this Agreement, I am likely to seek feedback from you in relation to the quality of the Services provided and how you have benefited from the Services. I may use this as testimonials for my wider business, but I will seek your prior written consent before doing so.

TERMINATION

Either you or I may terminate the Services and this Agreement immediately if:

- the other party commits any material breach of the terms of this Agreement and, in the case of a breach capable of being resolved, the breach is not resolved within 30 days of a written request to do so. The written request must expressly refer to this clause and state that this Agreement will be terminated if the breach is not resolved; or

- the other party commits or threatens to commit or is threatened with any act of insolvency under the Insolvency Act 1986.

For the avoidance of doubt, any breach by you of clause 3.3 constitutes a material breach of this Agreement.

If I decide in my absolute discretion that we are not a good fit for each other, (other than for reasons that constitute a material breach of this Agreement in which case clause 9.1 will apply) I may terminate this Agreement immediately on notice, in which case I shall give you a partial refund for any elements of the Services which you have paid for in advance and which you have not received.

OBLIGATIONS ON TERMINATION

On or before the date of termination of this Agreement, you shall immediately pay any unpaid elements of the Instalment Payments or other sums payable under this Agreement.

Termination of this Agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Agreement, including the right to claim damages in respect of any breach of the Agreement that existed at or before the date of termination.

Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this Agreement, including the following clauses: clause 7 (Confidential Information), this clause 10 (Obligations on Termination), clause 11 (Limitation on my responsibility to you) and clause 18 (Governing Law and Jurisdiction).

LIMIT ON MY RESPONSIBILITY TO YOU

Except for any legal responsibility that I cannot exclude in law (such as for death or personal injury caused by negligence), I am not legally responsible for any:

losses that:

- were not foreseeable to you and me when the Agreement was formed which means any losses that might have been sustained by you that would not ordinarily be sustained by a client;

- that were not caused by any breach of this Agreement on my part; and

- business losses, including loss of business, business interruption, loss of profits, loss of management time and loss of business opportunity.

My total liability to you is limited to the amount of fees paid by you for the Services and you confirm your understanding that the price of my Services is calculated bearing in mind this limit on my liability.

If I am prevented from or delayed in performing my obligations by your act or omission I shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

EVENTS BEYOND MY REASONABLE CONTROL

My carrying out of the Services might be affected by events beyond my reasonable control. If so, there might be a delay before I can restart the Services. I shall make reasonable efforts to limit the effect of any of those events, I shall keep you informed of the circumstances and I shall try to restart the Services as soon as those events have been fixed. Examples of events which might be beyond my reasonable control include illness, pandemics, epidemics, IT issues and problems with internet connectivity, or any law or action taken by a government or public authority. In such situations, I shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any of my obligations under this Agreement arising from or attributable to events beyond my reasonable control.

RESOLVING PROBLEMS

In the unlikely event that there is a problem with the services, please contact me as soon as possible and by sending an email to hello@listenindeep.com and give me a reasonable opportunity to sort out any problems with you and reach a positive outcome.

I may at my option vary or re-perform the Services if there is a problem and the terms of this Agreement will apply to any re-performed Services.

If you are buying services from me nothing in this Agreement affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’).

DISCLAIMER

I provide energy clearing services. You agree to take full responsibility for your own health and well-being and that you are enrolling in the Services in the full knowledge that energy clearing is currently classified as an alternative/complementary form of care. You will liaise with your own health care professionals when it comes to any medication, supplements and/or your diet. I am not a doctor, a registered dietitian, a therapist or psychotherapist (within the services I am offering here), nutritionist, physician or psychologist and as such I do not diagnose or treat disease. The Services do not replace (nor promise nor attempt to replace) any conventional or current health treatment which you may require from a qualified medical practitioner and/or be currently using under specific medical advice. I do not provide medical diagnosis, or consultations related to health, medical, psychiatric or physiological issues.

Any information provided to you as part of the Services, or elsewhere on my website www.listenindeep.com and accompanying social media platforms, blog, including concepts, techniques, helpful articles, and other advice related to my Services, is provided only as general information. Any information, examples, or testimonials presented on my website or social media do not constitute a warranty, guarantee, or prediction regarding any specific outcomes of working with me. In particular I do not and cannot guarantee any particular results or outcomes as a result of any strategic support, guidance or energy clearing I may provide to you. You agree that you are wholly responsible for all and any decisions you make at all times both during the provision of the Services and after termination of this Agreement.

ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

You acknowledge and agree that this Agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services, whether verbal written or otherwise (and which shall be deemed to have been terminated by mutual consent);

VARIATION

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of us.

THIRD PARTY RIGHTS

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation