Nicoladawson.co.uk Terms and Conditions

One to One MENTORING AGREEMENT CONDITIONS

By purchasing a One to One Mentoring session with Nicola Dawson you are agreeing to the following terms and conditions.

Agreed terms

1. Term of engagement

1. 1. You are engaging me as a Wedding Photography Business Coach to provide coaching services (Services) on the terms of this agreement.
   2. This contract between us will commence on the date you sign this agreement and will continue unless and until terminated by either of us giving [2 weeks’] notice to the other in writing to the relevant address set out above.

2. Sessions and cancellation

1. 1. Each appointment at which the Services are provided (Session) will last for a maximum of one hour and will take place over an online video meeting
   2. Where Sessions are held in third party venues, you agree to comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with such policies and rules (and I shall not be obliged to refund you any amounts paid in relation to such Session).
   3. You are responsible for your own belongings that you take to a Session and neither I nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.
   4. You agree to reimburse me in full and indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.
   5. Either of us may cancel a Session by notice in writing, by email or by telephone to the other no less than 24 hours prior to the start of the Session.
   6. If you cancel a Session then you must pay the following cancellation fees: (a) no cancellation fee if you cancel a Session more than 24 hours before the start time of the Session; and (b)the full Session fee if you cancel the Session on or less than 24 hours prior to the start time of the Session.
   7. If either of us cancel a Session, we will re-schedule the Session at the earliest mutually convenient time.
   8. I will ask you to complete a questionnaire in advance of our first Session and you will provide true and accurate answers to the questions.

3. Duties of Coach

1. 1. I shall provide the Services with due care, skill and ability.
   2. Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, I do not guarantee any particular results.
   3. If for any reason I am unable to provide the Services at the agreed time, I will provide you with as much notice as possible and we shall reschedule the Session for a time mutually agreed.

4. Fees

1. 1. In consideration of me providing the Services to you, you will pay me a fee for each Session of £147 per hour inclusive of VAT.
   2. If you contact me between scheduled Sessions then I may at my discretion provide a brief response to you free of charge. If however I consider that more time is needed to deal appropriately with your communication then I may either: (a) advise you to arrange an additional Session (at the fees set out in Clause 4.1 above); or (b) inform you of the time I would need to spend in responding to you and the fee which would be payable by you for such a response. I will obtain your approval to such fee before incurring any fees.
   3. I will invoice you monthly in advance for the fees set out in this Clause 4 (together with VAT which shall be charged in addition to the fees, where appropriate).
   4. You shall pay each of my invoices in full and in cleared funds within 7 days of the date of the invoice to the bank account nominated in writing by me.
   5. You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Sessions.
   6. Without prejudice to any other right or remedy that I may have, if you fail to pay me on the due date, I may: (a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of Starling Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and (b) suspend all Services until payment has been made in full.
   7. All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

5. Confidential information

1. 1. I acknowledge that in the course of providing the Services I will have access to Confidential Information (as defined in clause 16).
   2. I agree not to (except in the proper course of my duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
      1. any use or disclosure authorised by you or required by law;
      2. 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
      3. any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.
      4. As is good practice in coaching, I undertake coaching and am part of coaching groups. You agree that I may disclose any issues which arise out of the Sessions with my own coach, supervisor and/or supervision group but I agree only to disclose such issues on a general basis and without disclosing your name.
      5. You may disclose to third parties such information about the Sessions as you wish.

6. Data protection and Intellectual Property

1. 1. 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.
   2. I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use within the Sessions 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.
   3. 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 in the Sessions.
   4. I grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.
   5. You may not without my prior written consent make any audio or visual recordings of all or any part of our Sessions.

7. Obligations on termination

1. 1. If either of us give notice to terminate this agreement pursuant to clause 1.2, then as soon as reasonably practicable after such notice (and in any event before the date of termination of this agreement), you shall make yourself available for a final Session.
   2. On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.
   3. 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 which existed at or before the date of termination.
   4. 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 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).

8. Status

The relationship between us will be that of independent contractor and nothing in this agreement shall render me your employee, worker, agent or partner.

9. Limitation on Liability

1. 1. Nothing in this clause 9 shall limit my liability for death or personal injury caused by my negligence or for my fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.
   2. I shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and me providing the Services.
   3. My total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
   4. If I am prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of my control, 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.
   5. The provisions of this clause 9 shall survive termination of this agreement.

10. Force majeure

I shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.

11. Entire agreement and previous contracts

You acknowledge and agree that:

1. 1. 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 (which shall be deemed to have been terminated by mutual consent);
   2. in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 16).

12. Variation

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

13. Counterparts

This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

14. Third party rights

1. 1. 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.
   2. 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.

15. Governing law and jurisdiction

1. 1. 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.
   2. 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 (including non-contractual disputes or claims).

16. Interpretation

1. The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Confidential Information: 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.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.

1. 1. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   2. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   3. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

Coaching agreement for Pathway to Pro programme

1. CONTENT OF PROGRAMME:

See website at https://nicoladawson.co.uk/pathway-to-pro

Total payment due on registration – £197

Cancellation – You may cancel the contract within 14 days of the date of your registration or up to the date of access to the course content, whichever is the earlier. Please email info@nicoladawson.co.uk stating clearly your wish to cancel and we will provide you with a full refund. Once the online course is accessed you will no longer be eligible for a refund.

2. Application of terms and conditions

1. 1. These terms and conditions (“Terms”) apply to the Pathway to Pro coaching Programme (“Programme”) operated by Nicola Dawson, 40 Western Road, Borough Green, Sevenoaks, Kent (“we” or “us”). By registering to be a participant in our Programme, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing.
   2. The agreement between us and you, the person or entity registering to be a participant in the Programme (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the Programme and shall continue until terminated in accordance with these Terms.
   3. If you are purchasing online, the order process will be as follows:
      1. add the Programme to the cart and proceed to the checkout and make payment as directed;
      2. if you are paying by PayPal, you will be re-directed to the PayPal website for you to make payment and then once payment is made, you will be re-directed back to our site;
      3. we will send you an email acknowledging your order and confirming whether we have accepted your order.
      4. If at any stage you have made an error in your order, you may email us at info@nicoladawson.co.uk to correct any errors.
   4. If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.
   5. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website https://nicoladawson.co.uk/
   6. Any content posted or submitted by you to our site in the course of the Programme is subject at all times to the Acceptable Use Policy.
   7. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

3. Programme

1. 1. The Programme will be provided over the course of 6 weeks and shall be delivered by a combination of downloadable module workbooks and online sessions as detailed on the site.

Online Sessions

1. 1. The online sessions of the Programme are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Programme but in the event that such content (or any content added by you or other participants in the Programme) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.
   2. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party. You must notify us immediately if you become aware of any unauthorised use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability which arises from any unauthorised use of your account.

4. Goods

1. 1. Where we are providing goods or products (such as CDs, DVDs or binders) (“Products”) as part of the Programme or otherwise, the following terms and conditions of this paragraph 4 shall apply.
   2. Any photographs of the Products on our site are for illustration purposes only.
   3. The delivery charges for the Products are as set out on our site from time to time.
   4. Your order will be fulfilled by the estimated delivery date set out in our confirmation email or as described on our site, unless there is an event outside of our control. If we are unable to meet the estimated delivery date because of an event outside our control, we will endeavour to contact you with a revised estimated delivery date.
   5. Delivery will be completed when we deliver the Products to the address you gave us when you placed the order and the Products will be your responsibility from the completion of delivery.
   6. If no one is available at your address to take delivery, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery. [Return delivery will be at your expense.]
   7. You own the Products once we have received payment in full, including all applicable delivery charges.

5. Payment

1. 1. The total price payable for the Programme is as set out in the summary of key terms above.
   2. You may choose to pay by instalments or in one lump sum and the total price payable shall depend upon which option you have chosen and shall be as set out in the summary of key terms.
   3. If you choose to pay in instalments a deposit of the amount set out in the summary of key terms is payable on registration for the Programme. You will then be invoiced for a further instalment for the amount set out in the summary of key terms every 28 days until the total price payable has been paid. Such invoices must be paid within 7 days of the date of the invoice.
   4. Payment is to be made by any method that is detailed on our site from time to time.
   5. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 7 days of the date due we reserve the right to (i) charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of Starling Bank from time to time in force and/or (ii) suspend the availability of the Programme until such time as payment is made or the Contract is terminated.
   6. The total price payable as set out in the summary of key terms is exclusive of Value Added Tax (and any other applicable taxes or duties) which shall be added at the applicable rate where necessary.
   7. You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Programme.
   8. All payments are non-refundable other than as set out in paragraph 6.5.

6. Our obligations

1. 1. We warrant to you that the Programme and Programme materials purchased from us is of satisfactory quality and reasonably fit for the purpose for which the Programme is supplied.
   2. Other than as set out in paragraph 6.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching and the fact that your success is dependent on a number of factors over which we have no control, we do not guarantee any particular results.
   3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
   4. We acknowledge that in the course of the Programme we will have access to your confidential information and we agree not to (except in the proper course of our duties) use or disclose to any third party such confidential information. This restriction does not apply to:
      1. any use or disclosure authorised by you or required by law;
      2. any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or
      3. any information which is already in, or comes into, the public domain otherwise than through our unauthorised disclosure.

5. You acknowledge and agree that your personal data will be processed by and on behalf of us as part of us providing the Programme to you.

7. Intellectual Property

1. 1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the Programme and all content within the Programme and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Programme or the content of the Programme to you or to any other person.
   2. 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 contained in the Programme.
   3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content of the Programme for the purposes for which the Programme were provided only.
   4. Except as set out in paragraph 7.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our logo is strictly prohibited without our prior written consent.
   5. You may not without our prior written consent make any audio or visual recordings of any part of our Programme.
   6. We may from time to time record the Programme being delivered during your attendance.  You authorise us to use your image and voice in any such recordings without payment, other condition or need for further consent.
   7. You acknowledge that certain information contained in the Programme and Programme materials is already in the public domain.
   8. You are not permitted to sell or promote products or services to other participants in the Programme at or during any part of our Programme without our prior written permission.
   9. The provisions of this paragraph 7 shall survive termination of the Contract.

8. Term and termination

1. 1. The Contract shall continue until the end of the Programme when the Contract shall expire other than for the Terms that are specifically stated to remain in force.
   2. Notwithstanding the provisions of paragraph 8.1, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
      1. The other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or
      2. The other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
      3. The other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
   3. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).
   4. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
   5. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
   6. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
   7. This paragraph 8 shall survive termination of the Contract.
   8. Where the Contract expires, this shall be treated as a termination for the purposes of paragraph 8.7 and all other paragraphs that refer to “termination”.

9. Liability

1. 1. Nothing in this paragraph 9 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.
   2. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Programme.
   3. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Programme.
   4. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we 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.
   5. We shall not be not liable for additional costs incurred by you as a result of changes in (i) the Programme, (ii) any other content, (iii) the location of venues, (iv) the time and date of sessions or (v) trainers, instructors or coaches.
   6. The provisions of this paragraph 9 shall survive termination of the Contract.
   7. You acknowledge and agree that:
      1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Programme (which shall be deemed to have been terminated by mutual consent);
      2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Programme other than as expressly set out in the Contract.

10. General

1. 1. By registering for our Programme you warrant that:
      1. You are legally capable of entering into binding contracts; and
      2. You are at least 18 years old; and
      3. You are resident in England and Wales; and
      4. That all information you provide us with is materially true and accurate at all times and not misleading in any way.
   2. You accept that communication with us will be mainly electronic.  We will contact you by e-mail or provide you with information by posting notices on our site.  You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.  This condition does not affect your statutory rights.
   3. We may vary these Terms (other than the price payable by you for the Programme) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Programme will be deemed to be your acceptance of any new Terms.
   4. The Contract is personal to you and you may not assign, transfer, charge, subcontract, sub-license or deal in any other manner with all or any of your rights under the Contract.
   5. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
   6. If we fail to insist upon strict performance of any of your obligations under the Contract, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is in writing.
   7. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
   8. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
   9. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any person that is not a party to the Contract.
   10. The 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) shall be governed by and construed in accordance with English law.
   11. We each 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 the Contract or its subject matter or formation (including non-contractual disputes or claims).
   12. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.