CiC Wellbeing terms and conditions of provisions and services

These Conditions between CNLR Horizons Limited, trading as CiC Wellbeing (the “Company”) and the Customer named in the SOW form the Agreement under which the Company will provide the Services described in the SOW to the Customer.

DEFINITIONS AND INTERPRETATION
1. Definitions

“Affiliates”	means, in relation to a person, any other person which directly or indirectly controls, is controlled by or is under joint control with that person. A person is deemed to control another person if it: (a) directly or indirectly owns at least 50 percent of the capital of the other person; and/or (b) in the absence of such ownership interest, substantially has the power to direct or cause the direction of the management and set the policies of such person.
“Agreement”	means these Conditions, the SOW and all documents attached to these Conditions or the SOW.
“Applicable Law”	means the laws of England and Wales and any other laws or regulations, regulatory policies, statutes, guidelines or industry codes which apply to the supply of the Services under this Agreement.
“Company Data”	means all data, information (including all Confidential Information of the Company), text, drawings, statistics, analysis and other materials embodied in any form relating to the Company or any Company Affiliates (and or their respective customers) and which may be supplied by the Company or a Company Affiliate and/or which the Company generates, collects, processes, stores or transmits in connection with this Agreement.
“Company Marks”	means the Company’s registered and non-registered trademarks anywhere in the world, including the Company’s logo, trading name and company name.
“Company Staff”	means the Company’s employees, agents, consultants and independent contractors (including counsellors).
“Conditions”	means these Terms and Conditions.
“Confidential Information”	means all information disclosed by one Party to the other which is by its nature confidential or identified as being confidential or that the other Party knows or ought to know is confidential and includes: information and personal data about any member of the Eligible Group; all records kept by the Company in the course of providing the Services to the Customer and/or Eligible Persons, including notes of counselling sessions; information of whatever nature relating to the business activities, practices and finances of a Party such as financial information, business plans, marketing information, client or customer lists, evaluation material, strategic plans and ideas, innovations, creative plans, concepts, marketing and sales procedures, pricing and any other plans or ideas developed by a Party, whether relating specifically to the Services or otherwise; this Agreement; and/or any information derived from any other information which falls within this definition.
“Customer”	means the customer named in the SOW.
“Customer Staff”	has the meaning given in the SOW. If this term is used but not defined in the SOW, then “Customer Staff” means all members of staff of: the Customer, any subsidiary or ultimate holding company of the Customer, and any subsidiary of the ultimate holding company of the Customer.
“Data Protection Legislation”	means: the Data Protection Act 2018, the UK GDPR and any applicable national Laws, and any other applicable data protection legislation in the Territory.
“Eligible Group”	has the meaning as set out in the SOW.
“Eligible Person”	means any individual member of the Eligible Group.
“Fees”	means the fees and charges payable by the Customer to the Company for the Services, as set out in the SOW.
“Fee for Service”	means that an Eligible Person’s and/or the Customer’s access to any Services described in the SOW: is not included in the Programme Fee; and will be charged for by unit and separately from the Programme Fee.
“Force Majeure”	means any circumstance beyond the reasonable control of either Party and which prevents, hinders or delays that Party from being able perform an obligation under this Agreement, including: acts of God, lightning strikes, earthquakes, floods, droughts, storms, tempests, mud slides, washaways, explosions, fires and any natural disaster; epidemics, quarantine restrictions and any other measures introduced by any governmental agency in response to an epidemic; acts of war, acts of public enemies, terrorism, riots, strikes and civil commotion, malicious damage, sabotage and revolution; and any acts of any governmental agency.
“Good Industry Practice”	means the exercise of that degree of skill, diligence, prudence, risk management, quality management and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the Services under the same or similar circumstances as those applicable to this Agreement, including in accordance with any codes of practice published by relevant trade associations.
“Intellectual Property Rights”	means all rights, title and interests in relation to current and future registered and unregistered rights in respect of copyright, designs, trademarks, trade secrets, business know-how, developed methodology and techniques, get up, moral rights, business names, patents, inventions and discoveries, business systems, goodwill, patents, or other similar rights, or rights to apply for any of these rights.
“Losses”	losses, liabilities, damages, costs and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
“Party”	bears the meaning given in the SOW Particulars.
“Programme Fee”	means a fee covering the administration costs of a Service for a specific period, and, for some Services the provision of all or part of the Services (excluding any fee for service and/or ad-hoc services), as specified in the SOW,
“Term”	means the term of the Agreement as stated in the SOW.
“Territory”	has the meaning given in the SOW.
“Services”	means the services provided under the Agreement as described in the SOW.
“Set-up Fees”	means fees payable by the Customer to the Company for work required by the Company to implement the Services, as specified in the SOW.
“SOW”	means the statement of work to which these Conditions are subject.
“SOW End Date”	means the expiry date of the SOW, as stated in the SOW or the date on which the SOW is terminated.
“SOW Start Date”	means the commencement date of the SOW.
“UK GDPR”	has the meaning given to it in section 3(10), as supplemented by section 205(4) of the UK Data Protection Act 2018.
“Update”	has the meaning given in clause 3.1.
“Working Day”	means: a day which is not a Saturday or a Sunday unless otherwise specified in the SOW in relation to a specific jurisdiction in the Territory, a day that is not a public holiday in the jurisdiction where an act is to be performed or a notice is to be received.

Interpretation
1. The headings in this Agreement are for convenience only and do not affect its interpretation.
  1. A reference to a statute or statutory provision is a reference to it as amended or replaced.
  2. A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under it, as amended or replaced.
  3. The singular includes the plural and vice versa.
  4. Words importing one gender include the other genders.
  5. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
  6. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
  7. Any words following the terms including, include, for example or any similar expression are illustrative and do not limit the meaning of the preceding words.
  8. The words data subject, personal data, processing, controller and processor bear the meanings attributed to them under Data Protection Legislation.
  9. All references to the “termination” of this Agreement include their expiry.
  10. The Territory may span multiple countries and time zones. Unless the SOW states otherwise, all references to dates and time refer to dates and times in the United Kingdom.
SERVICES
1. Appointment to supply the Services
2. Process for ordering Services
  1. If the Customer requires ad hoc services, the Customer must send the Company a written request for services specifying the scope of the Services required and the expected commencement and duration of the services required. The Parties will then endeavour to agree a new statement of work.
  2. No new statement of work or variation to the Agreement shall be binding unless expressly agreed in writing and signed by the authorised signatories of both Parties.
3. Status of SOW
  1. Any Customer standard terms and conditions attached to, enclosed with or referred to in any email or other document do not apply to the Agreement and are expressly excluded.
  2. The SOW is subject to these Conditions and all documents attached to this Agreement.
  3. The provisions of the SOW shall prevail to the extent that they conflict with the Conditions.
4. The Company’s obligations
  1. The Company must provide the Services:
    1. specified in the SOW to the Customer and the Eligible Group, in the Territory and for the Term specified in the SOW;
    2. with reasonable skill and care;
    3. in accordance with Good Industry Practice; and
    4. in accordance with Applicable Law.
  2. The Company will not provide legal or financial advice to end users of the Services but may signpost end users to regulated providers of these services.
The Customer wishes to appoint the Company to provide the Services, in accordance with this Agreement, which appointment the Company accepts.

The Customer may ask the Company to provide Services at any time during the Term in accordance with the following process:
UPDATES TO THE AGREEMENT
1. The Company may update these Conditions and any document incorporated by reference into it (excluding the SOW) at any time (each, an “Update”).
2. The Company must notify the Customer of the Update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which the Company chooses (“Update Notification”).
3. The documents included in the Update will replace the preceding version of the same documents from 30 Working Days after the Company sends the Update Notification to the Company (“Update Notification Date”) (or from any later date that the Company specifies).
4. If the Customer reasonably believes that any Update negatively and materially impacts it, it may terminate all impacted Services under the Agreement, by notifying the Company no more than 10 Working Days after the Update Notification Date:
  1. of its intention to terminate the impacted Services;
  2. of its reasons for wishing to terminate the impacted Services (including a description of the negative and material impact that the Customer expects to suffer);
5. If any impacted Services are terminated under this clause, the Company must refund the Customer all pre-paid Fees for those terminated Services which have not yet been delivered.
FEES
1. Fees and payment terms
  1. The Customer will pay the Company the Fees for the Services in accordance with this clause 4 and the SOW.
  2. The Company will invoice the Customer for the Fees on the basis specified in the SOW.
  3. The Customer must pay the Company the Fees within 30 days after receiving an invoice from the Company. Unless stated otherwise in the SOW:
    1. Programme Fees are payable in advance of the period they relate to, and are payable regardless of whether the Customer or any Eligible Person actually uses the Services;
    2. Set-up Fees are payable before the SOW Start Date;
    3. Fees for sessions (counselling, training, mediation sessions or other) are payable monthly in arrears.
  4. The Company may charge interest on all undisputed amounts which remain unpaid on the due date, at a rate of 5% above the Bank of England’s prevailing base rate.
  5. Unless otherwise stated in the SOW, for Services subject to a Programme Fee:
    1. The Company may vary the Fees with effect from each anniversary of the SOW Start Date.
    2. The Company must notify the Customer at least one month before making any changes to the Fees under clause 4.1.5.1.
  6. Unless the SOW states otherwise, the Company will charge the Customer for travel, accommodation and other expenses, incurred in performing the Services on the basis set out in the SOW.
  7. All amounts expressed in this Agreement are exclusive of VAT and other taxes, which will be added to each invoice.
  8. If the Customer requires the Company to submit invoices via a specific platform, the Customer will bear all costs associated with the use of such platform.
2. Payment disputes
  1. If the Customer, acting in good faith, disputes that an amount in an invoice is correct, it must notify the Company within 30 days after receiving the invoice. The Customer must state its reasons for disputing the invoice and provide all information required by the Company to investigate the alleged error. The Parties must use all reasonable endeavours to resolve the dispute.
  2. The Customer must pay all undisputed amounts in invoice by the due date for payment, notwithstanding any payment dispute.
  3. The invoice will be deemed to be valid and undisputed if the Customer does not notify the Company of a payment dispute within the 30-day period specified in clause 4.2.1.
3. Suspension of Services due to non-payment
  1. If the Customer fails to pay all undisputed amounts in an invoice by the due date for payment, then, without limiting any other remedies available to the Company, the Company may suspend the performance of all or part of the Services until all undisputed amounts are paid in full.
  2. The Customer acknowledges that, where it purchases Services on a Fee for Service basis:
    1. the Set-Up Fees and Programme Fees exclude the cost of providing the Services; and
    2. the Company may suspend the Services if the Customer has not paid any amounts due under this Agreement by the due date for payment, regardless of whether the Customer has paid the Set-Up Fees and/or Programme Fees in advance; and
    3. the Company may set off any overdue additional Fees charged on a Fee for Service basis against any other amounts paid by the Customer in advance for Services not yet rendered.
RECORDS AND CONFIDENTIALITY
1. The Company must keep detailed records regarding the Services (including counselling records and files). The Company must make the records available for inspection and/or send copies to the Customer within a reasonable period after being requested to do so. However, the Company is not obliged to disclose any information which would:
  1. enable an individual Eligible Person to be identified or the disclosure of which would otherwise breach the Data Protection Legislation; or
  2. constitute a breach of the professional obligations owed by the Company and/or Company Staff to any Eligible Person.
2. Each Party must, during the Term and for 5 years after this Agreement is terminated:
  1. keep the Confidential Information secret;
  2. use the Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement;
  3. not disclose any Confidential Information to any third party, other than its employees, advisors, officers and agents (“Permitted Recipients”) to whom disclosure for the purpose of this Agreement is necessary. Each Party must ensure that its Permitted Recipients are bound by obligations in relation to the Confidential Information which are consistent with its obligations under this Agreement. The Parties must use all reasonable endeavours to enforce such obligations against its Permitted Recipients;
  4. not copy the Confidential Information except for the purpose of this Agreement;
  5. return to the other Party immediately on demand all Confidential Information together with all copies which may have been made; and
  6. not disclose the existence or contents of this Agreement to any third party.
The obligation of confidentiality in clause 5.2 does not apply to any Confidential Information which the receiving Party can evidence:
1. was within the receiving Party’s possession free of any restriction before the SOW Start Date;
  1. is in or enters into the public domain without breach of this Agreement;
  2. was received by the receiving Party from an independent third party free of any restriction and without breach of any obligation of confidence owed to the disclosing Party;
  3. that the disclosing Party has approved for release in writing, subject to the terms of the consent;
  4. is required to be disclosed by the receiving Party by any order of any court of competent jurisdiction or any competent judicial, regulatory or governmental body. Where permitted, the receiving Party must immediately inform the Company of any such requirement and must use its best endeavours to avoid or minimise any such disclosure.
2. This clause 5 will survive the termination of this Agreement.
DATA PROTECTION
1. The Parties anticipate that they will be independent controllers of the personal data of Eligible Persons.
2. Each Party must comply with the Data Protection Legislations when processing the personal data of the other Party or Eligible Persons in connection with this Agreement.
3. The Customer must notify the Company immediately if it suspects or becomes aware of any actual, threatened or potential breach of security or any loss, destruction, damage or corruption of Company Data or Confidential Information.
4. The Customer must assist the Company, at the Company’s cost:
  1. to respond to any request and/or claim from an Eligible Person made in connection with the Data Protection Legislation; and
  2. to deal with data security issues, data security breaches, the conduct of data privacy impact assessments and consultations with supervisory authorities or regulators.
5. The Customer must give Eligible Persons a copy of the Company’s privacy policy and privacy notice whenever an Eligible Person requests this.
6. The Company may advertise its other services to the Customer that may be of interest. The Customer consents to receiving this information but may opt out of receiving it at any time.
INTELLECTUAL PROPERTY
1. The Customer acknowledges that all Intellectual Property Rights subsisting in any Confidential Information, Company Data, information, documents and other materials provided by the Company to the Customer or the Eligible Group in connection with the provision of the Services (“Company Materials”) are owned by the Company or its licensors.
2. Nothing in this Agreement grants the Customer any Intellectual Property Rights in the Company Materials or any right to or interest in any other Intellectual Property Rights of the Company, except as set out in this clause 7.
3. Eligible Persons may use the Company Materials strictly for their internal or private purposes, and for no other purpose.
4. The Customer may use the Company Materials solely in order to exercise its rights or perform its obligations under this Agreement. The Company grants the Customer a free, non-exclusive, revocable licence to use the Company Marks for the Term for the sole purpose of implementing and promoting the Services to Eligible Persons and solely in the manner approved by the Company.
5. The Customer grants the Company a free, non-exclusive, global licence to use the Intellectual Property Rights in any Customer materials provided by the Customer to the Company to enable the Company to provide the Services under this Agreement.
6. This clause 7 will survive the termination of this Agreement.
INSURANCE
1. The Company represents, warrants and undertakes that it has and will maintain professional indemnity insurance with a reputable insurer, during the Term, of at least £2 million in the aggregate and per claim.
2. The Customer represents, warrants and undertakes that it has and will maintain public liability insurance, with a reputable insurer, during the Term, of at least £2 million in the aggregate and per claim.
3. Each Party must, when requested by the other, provide evidence of this insurance and that all premiums falling due to date have been paid.
LIABILITY
1. Nothing in this Agreement excluded or limit a Party’s liability for:
  1. fraud or fraudulent misrepresentation;
  2. for death or personal injury caused by a Party’s negligence or wilful misconduct, or
  3. for a deliberate breach of this Agreement or any SOW,
  4. any liability that cannot be excluded or limited by English law or the law of any jurisdiction in which the Services are being received and/or provided.
2. Except in the circumstances in clause 9.1, neither Party shall be liable to the other Party for:
  1. any indirect, special or consequential Loss; or
  2. any loss of profits, turnover, business opportunities or damage to goodwill (in each case whether direct or indirect).
3. Except in the circumstances in clause 9.1, each Party’s liability in respect of Losses incurred by the other Party under or in connection with this Agreement shall be limited to £2 million in the aggregate and per claim.
4. Nothing in this clause 9:
  1. limits the Customer’s payment obligations under this Agreement; and/or
  2. affects a Party’s common law duty to minimise and mitigate any loss for which that Party is entitled to bring a claim against the other under this Agreement.
DISPUTES AND DISPUTE RESOLUTION
1. Dispute resolution
  1. The Parties must use their reasonable endeavours to resolve any dispute, disagreement or claim arising out of or in connection with this Agreement, and/or its subject matter or formation (including non-contractual disputes and claims).
  2. If the Parties do not resolve the dispute within 5 Working Days of receipt of a written request from either Party, the dispute must be referred to a senior executive of each Party. If the executives still do not resolve the dispute within 5 Working Days from the date of receipt of the written request, either Party may commence legal or other proceedings against the other.
  3. Nothing in this clause 10 prevents either Party from seeking urgent injunctive relief.
2. Claims by Eligible Persons relating to the Services
  1. This clause 10.2 applies to claims made by Eligible Persons or their representatives (each, a “Claimant”) against either Party (the “Defendant”) arising out of or connected to the supply of the Services by the Company under this Agreement (each, a “Claim”).
  2. If the Defendant receives a notice of a Claim, the Defendant must notify the other Party in writing as soon as reasonably possible, but within 5 Working Days after receiving notice.
  3. The other Party must reasonably assist the Defendant to resolve, defend or otherwise settle the Claim.
  4. Where the Defendant is the Customer and the Claimant is an Eligible person:
    1. the Customer must keep the Company fully informed and consult with it about material elements of the conduct of the Claim;
    2. the Customer must not bring the Company’s name into disrepute;
    3. the Customer must not settle the Claim without the Company’s prior written consent (which the Company must not unreasonably withhold or delay); and
    4. the Customer must conduct the Claim with all due diligence.
TERM AND TERMINATION
1. Term
  1. This Agreement will commence on the SOW Start Date and will expire on the SOW End Date, unless it is terminated early in accordance with its terms.
  2. Not used.
  3. The Parties may extend the term of the Agreement by executing a variation in accordance with clause 12.5 (Variations).
2. Termination for default
  1. Either Party may terminate this Agreement if the other Party commits a material breach of its obligations under this Agreement:
    1. which is not capable of remedy; or
    2. which is not remedied within 30 days after receiving notice from the other Party to remedy it (if capable of remedy).
  2. Non-payment of any Fees by the Customer to the Company by the due date for payment will be considered to be a material breach under this clause.
  3. Not used.
3. Termination for Insolvency

Either Party may terminate this Agreement on written notice if:

the other Party (the “Insolvent Party”) (1) becomes insolvent, (2) convenes a meeting of its creditors, (3) petitions for the appointment of or appoints an administrator, (4) has a receiver or other similar officer appointed over all or any part of its business or assets, (5) becomes subject to a winding-up procedure, (6) proposes a voluntary arrangement or any other composition scheme or arrangement with (or assignment for the benefit of) its creditors;
1. any steps are taken to start winding up the Insolvent Party; or
  1. any other similar events to those as described in this clause 11.3 affecting the Insolvent Party occurs in any jurisdiction in which the Company is incorporated (this clause does not apply to a solvent reorganisation or amalgamation),

(each, an “Insolvency Event”).

Force Majeure
1. If either Party’s performance of its obligations under this Agreement is prevented, hindered or delayed by a Force Majeure Event then:
  1. that Party's obligations under this Agreement will be suspended for the duration of and to the extent that the Force Majeure Event continues. To qualify for contractual relief, the affected Party must notify the other Party of the occurrence of the Force Majeure Event as soon as reasonably possible after it starts; and
    1. the affected Party must use all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement.
  2. If the Force Majeure Event continues for more than 30 days after the start of the Force Majeure Event the non-affected Party may immediately terminate this Agreement by notice in writing to the other Party.
2. Effect of termination
  1. Not used.
  2. Not used.
  3. The Company will stop providing the Services on the date that this Agreement is terminated, unless specified otherwise in the SOW.
  4. The termination of this Agreement does not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
  5. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after it terminates, will remain in full force and effect after the termination.
ASSIGNMENT AND SUBCONTRACTING
1. The Company may sub-contract all or any part of the performance of the Services to subcontractors. However, the Company shall remain wholly responsible for the acts and/or omissions of its subcontractors as if they were the acts and/or omissions of the Company.
2. The Customer must not assign or dispose of any part of its rights or obligations under this Agreement to a third party without the Company’s consent.
GENERAL
1. Status

Nothing in this Agreement creates a partnership, an employment relationship or an agency between the Parties. Neither Party has the authority to bind the other in any way.

Notices
1. Any notices required to be given under this Agreement must be in writing and must be served by personal delivery, post (special or recorded delivery or first-class post) or email to (1) the addresses stipulated in the SOW Particulars or (2) any other address notified in writing by the Parties to each other.
  1. Notices will be deemed to have been received as follows:
    1. If delivered by hand to a Party’s address specified in this clause, on the day of delivery if received before 16:30 on a Working Day, otherwise on the next Working Day.
    2. If sent by post, then on the second Working Day after posting
    3. If sent by email to a Party’s email address specified in this clause, at the time of transmission, if received before 16:30 on a Working Day, otherwise on the next Working Day.
  2. In all cases where a notice is delivered by hand or required by Applicable Law to be served in person, the delivering Party must also send the recipient a copy of the notice by email.
Third parties
1. This Agreement has been entered into for the benefit of the Company and all Company Affiliates, except where otherwise expressly stated.
  1. If a Company Affiliate suffers any loss, costs, damages or liability as a result of the Customer’s breach of this Agreement, that Company Affiliate may bring a claim directly against the Customer. The claim will be subject to the Agreement.
  2. The Company and the Customer may vary this Agreement and thus may vary the rights of Company Affiliates without their consent.
  3. Except as set out above, nothing in this Agreement creates any rights of third parties under the Contracts (Rights of Third Parties) Act 1999.
2. Entire agreement
  1. This Agreement constitutes the entire agreement between the Parties and replaces and extinguishes all previous agreements and representations relating to its subject matter (in writing or otherwise, including discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them).
  2. Each Party acknowledges that in entering into this Agreement, it does not rely on and has no remedy against the other relating to any statement, representation, warranty or understanding (whether negligently or innocently made) of any person. Nothing in this clause limits any Party’s liability for fraud or fraudulent misrepresentation.
3. Variations
  1. The Parties may vary this Agreement by agreement in writing.
  2. No variation will take effect unless either (1) it constitutes an Update, or (2) the authorised representatives of both Parties sign the variation.
Waiver
1. A Party’s failure or delay to exercise any right or remedy under this Agreement or Applicable Law does 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.
  1. No single or partial exercise of any right or remedy under this Agreement or Applicable Law will prevent or restrict the further exercise of that or any other right or remedy.
  2. A waiver of any right or remedy or of the performance of any obligations under this Agreement or Applicable Law:
    1. will only be effective if given in writing; and
    2. shall not be construed as a waiver or relinquishment of any subsequent right or remedy or the future performance of any obligations (which shall continue in full force and effect).
2. Severability
3. Governing Law and Jurisdiction
  1. This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (each, a “Dispute”) will be governed by and construed in accordance with English law.
  2. The Parties irrevocably agree that the English courts shall have exclusive jurisdiction to adjudicate or settle any Dispute.
4. Costs and expenses
5. Counterparts
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement which will remain in force.

Each Party must pay its own costs and expenses relating to the preparation, negotiation and completion of the Agreement.

The SOW which is subject to these Conditions may be executed in any number of counterparts, each of which when executed will constitute a duplicate original, but all the counterparts will together constitute one document.