WHEN WE PROVIDE SERVICES TO YOU
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5 (Charges and payment).
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between Liberate/Dawn Paul and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from Liberate/ Dawn Paul.
Customer Default: has the meaning set out in clause 4.2.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Request: the Customer’s request for Services as set out by a communication from the Customer by email, text or phone.
Services: the services supplied by Liberate/Dawn Paul to the Customer.
(a) Unless expressly provided otherwise, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes faxes and emails.
2. Basis of contract
2.1 A Customer Request, via website contact forms, email, phone or text constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Request shall only be deemed to be accepted when payment is received and Liberate/Dawn Paul issues acceptance of the Request at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any descriptive matter or advertising issued by Liberate/Dawn Paul, and any descriptions or illustrations contained on website, are issued or published for the sole purpose of giving an approximate idea of the Services. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1 Liberate/Dawn Paul shall supply the Services to the Customer at the agreed time over the phone or video call.
3.2 Time shall not be of the essence for performance of the Services.
3.3 Liberate/Dawn Paul reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Liberate/Dawn Paul shall notify the Customer in any such event.
3.4 Liberate/Dawn Paul warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 The Customer acknowledges that the Services are not a substitute for professional medical or mental health advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical or mental health condition.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with Liberate/Dawn Paul in all matters relating to the Services;
(b) provide Liberate/Dawn Paul, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities should this be required;
(c) provide Liberate/Dawn Paul with such information and materials as Liberate/Dawn Paul may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) comply with any additional obligations as notified by Liberate/Dawn Paul.
4.2 If Liberate/Dawn Paul’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Liberate/Dawn Paul shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Liberate/Dawn Paul’s performance of any of its obligations;
(b) Liberate/Dawn Paul shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Liberate/Dawn Paul’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse Liberate/Dawn Paul on written demand for any costs or losses sustained or incurred arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1 The Charges shall be calculated in accordance with Liberate/Dawn Paul’s standard fee rates as detailed on the Liberate website or as agreed with the Customer.
5.2 Liberate/Dawn Paul shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals engaged in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required for the performance of the Services, and for the cost of any materials.
5.3 Liberate/Dawn Paul reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
5.4 Liberate/Dawn Paul requires payment for Services to the Customer prior to delivery of all Services.
5.5 The Customer shall pay Charges:
(a) at least five days prior to the session; and
(b) in full and in cleared funds to a bank account or PayPal account nominated by Liberate/Dawn Paul, and
(c) in any event, payment shall be made in advance of the delivery of Services, and payment shall be of the essence of the Contract.
5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). If any taxable supply for VAT purposes is made under the Contract by Liberate/Dawn Paul to the Customer, the Customer shall, on receipt of a valid VAT invoice from Liberate/Dawn Paul, pay to Liberate/Dawn Paul such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Liberate/Dawn Paul.
7. DATA PROTECTION
Liberate/ Dawn Paul shall comply with their data protection obligations as set out in applicable data protection law. Please see the Liberate Privacy Notice for details of Liberate’s treatment of personal data.
8. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Liberate/Dawn Paul has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim.
8.2 The Services are provided as is, and for entertainment purposes only.
8.3 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.4 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
8.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.6 Liberate’s/Dawn Paul’s liability shall be limited to an amount equal to and not exceeding the fees paid or payable by the Customer in the 3 months preceding the provision of the Services giving rise to the claim.
8.7 Subject to clause 8.3 (No limitation of customer’s payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:
(a) loss of profits
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.8 Liberate/Dawn Paul has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.9 This clause 8 shall survive termination of the Contract.
9. Cancellation of a Session and Termination
9.1 The Customer may rearrange a session up to five days prior the booked time and date, after this time, no refund is payable.
9.2 Subject to clause 9.1, the Customer may rearrange the session within the same month otherwise the fee is forfeit.
9.3 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice.
9.4 Without affecting any other right or remedy available to it, Liberate/Dawn Paul may terminate if in its sole discretion considers there is reason to do so.
10. Consequences of termination
10.1 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the order form
(b) Any notice or other communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.