Terms and Conditions

HeartACT™ Terms and Conditions

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Client: the person or company purchasing a Program from HeartACT™, further details of which are set out in the Order.

Commencement Date: the date that HeartACT™ commences providing the Initial Program to the Client in accordance with clause 2.1 below.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.4.

Contract: the contract between HeartACT™ and the Client, for the supply of a Program comprising of the Order and these Conditions:

Debbie McIntosh t/a HeartACT™, 6 Greenland Close, Astley, Manchester M29 7GG

HeartACT™ Materials: all documents, guides, booklets, digital or physical products, CD-ROMs, equipment, content on HeartACT™’s website and any other materials relating to the Program which are provided by HeartACT™ to the Client.

Fees: the fees payable by the Client for the supply of a Program in accordance with clause 5.

Initial Program: the initial marketing program provided by HeartACT™ for the Client during the 24 month period from the Commencement Date.

Order: the Client’s order of a Program (and any subsequent Renewal Program(s)) as set out in the Client’s purchase order form to which these Conditions are incorporated.

Program: the Initial Program and/or any Renewal Program(s), as the case may be.

Renewal Program(s): the marketing program(s) delivered to the Client in the period of 24 months from the end of the Initial Period and any subsequent periods of 24 months until terminated in accordance with clause 9.2.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to enrol on the Program in accordance with these Conditions. The Order will be accepted by HeartACT™ commencing to provide the Program to the Client

2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of HeartACT™ which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.3 Any sample materials, descriptive matter or advertising issued by HeartACT™, and any descriptions or illustrations contained in HeartACT™’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of a Program and the services offered by HeartACT™. They will not form part of the Contract or have any contractual force.

3. THE PROGRAMS

3.1 HeartACT™ will supply a Program to the Client and HeartACT™ warrants to the Client that such Program will be prepared using reasonable care and skill. HeartACT™ provides no guarantee that a Program will be successful for the Client.

3.2 HeartACT™ will use reasonable endeavours to meet any performance dates specified in a Program (including but not limited to dates for the Client to attend live events or seminars over the course of a Program) but any such dates will be provisional only and may be subject to change at the discretion of HeartACT™, with no liability attaching to HeartACT™ in respect of such changes.

3.3 HeartACT™ will have the right to make any changes to a Program which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of a Program, and HeartACT™ will notify the Client in any such event.

4. CLIENT’S OBLIGATIONS

4.1 The Client will:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with HeartACT™ in all matters relating to a Program;

(c) pay the Fees strictly in accordance with the payment schedule set out in the Order;

(d)provide HeartACT™ with such information and materials as HeartACT™ may reasonably require in order to prepare a Program and ensure that such information is accurate in all material respects;

(e) not use a Program or HeartACT™ Materials for any purpose other than that which has been expressly authorised under the Contract, nor will it compete or seek to compete, either directly or indirectly, with the business of FBFHeartACT™;

(f) respect the privacy rights of any other participants in a Program;

(g) participate fully and enthusiastically for the full duration of a Program and complete any tasks or activities set during a Program by HeartACT™ to the best of its abilities and in a timely manner; and

(h) permit HeartACT™ to include information or video footage on its website highlighting any benefits which the Client’s business has obtained from completing a Program and in this regard, the Client hereby grants to HeartACT™ a royalty-free, perpetual licence to use any intellectual property rights of the Client for this purpose.

4.2 If HeartACT™’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any obligation (Client Default), HeartACT™, without limiting its other rights or remedies, will (a) have the right to suspend offering a Program until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays HeartACT™’s performance of any of its obligations, and (b) not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from HeartACT™’s failure or delay to perform any of its obligations as set out in this clause 4.2.

5. FEES AND PAYMENT

5.1 The Fees for a Program will be detailed in the Order. The Fees will be paid in accordance with the payment schedule set out in the Order in full and in cleared funds to HeartACT™’s bank account and time for payment will be of the essence of the Contract. The Fees will remain payable by the Client even if it does not complete an entire Program. All amounts payable by the Client are inclusive of Value Added Tax (VAT).

5.2 The Client will pay all amounts due under the Contract in full without any deduction or withholding and the Client will not be entitled to assert any credit, set-off or counterclaim against HeartACT™ in order to justify withholding payment of any such amount. HeartACT™ may set off any amount owing to it by the Client against any amount payable by HeartACT™ to the Client.

5.3 HeartACT™ reserves the right to continue processing payments for any outstanding monies using any of the Client’s card details held on the Clients account.

6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or arising out of or in connection with a Program and HeartACT™ Materials will be owned by HeartACT™. HeartACT™ hereby grants the Client a revocable, non- exclusive royalty free licence to use HeartACT™ Materials for the duration of a Program.

7. LIMITATION OF LIABILITY AND DISCLAIMERS: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 Nothing in these Conditions will limit or exclude FBFHeartACT™’s liability for (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, or (ii) fraud or fraudulent misrepresentation.

7.2 Subject to clause 8.1 and FBFHeartACT™’s obligation to refund Fees to the Client under clause 6 above:

HeartACT™ will under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

HeartACT™’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the Fees actually received by it from the Client under the Contract.

7.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

7.4 This clause 8 will survive termination of the Contract.

7.5 HeartACT™ does not provide any Legal, Medical, Tax, Financial or Accounting advice and any information provided to the Client as part of a Program is not intended to constitute such advice.

8. DURATION AND TERMINATION

8.1 The Contract will commence on the Commencement Date and will continue until terminated in accordance with clauses 9.2 to 9.3 below.

8.2 Each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

(c) the other party becomes insolvent or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

(d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party, or a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(e) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3(b) to clause 9.3(d) (inclusive); or

(f) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

8.3 HeartACT™ may terminate the Contract with immediate effect, and without any obligation to refund any Fees paid to that point, by giving written notice to the Client if (i) the Client fails to pay any amount due under this Contract on the due date for payment, or (ii) the Client becomes aggressive, disruptive or difficult to deal with, or if it fails to follow any guidelines set out in a Program or to fulfil any action plans in a timely and effective manner.

9. CONSEQUENCES OF TERMINATION

9.1 On termination of the Contract for any reason:

the Client will immediately pay to HeartACT™ all of HeartACT™’s outstanding unpaid invoices and interest and, in respect of a Program but for which no invoice has been submitted,HeartACT™ will submit an invoice, which will be payable by the Client immediately on receipt; and

9.2 The Client will return all of HeartACT™ Materials and any deliverables which have not been fully paid for. If the Client fails to do so, then HeartACT™ may enter the Client’s premises and take possession of them. Until they have been returned, the Client will be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract.

10. GENERAL

10.1 Assignment and subcontracting: The Client will not, without the prior written consent of HeartACT™, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. For the avoidance of doubt, the Client will not share any of HeartACT™ Materials or details of a Program with any third party without the prior written consent of FBFHeartACT™.

10.2 Waiver: A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default.

10.3 Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.

10.4 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, will only be binding when agreed in writing and signed by HeartACT™.

10.5 Governing law and jurisdiction: This Contract, 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), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales