In these Conditions, the following definitions apply:
Client: the person or company purchasing the Program from Thrive, Client: the person or company purchasing the program from Thrive is [NAME FIELD] , [EMAIL FIELD] , [ADDRESS FIELD] Commencement Date: the date that Thrive commences provision of the Program to the Client in accordance with clause 2.1 below Contract: the contract between Thrive and the Client for the supply of a Program comprising of the Order and these Conditions Thrive Health & Wellness Business Coaching Ltd a company with its registered office located at 14 Old Fulwood Road, Sheffield S10 3TG, 07495360090. The Materials: all documents, guides, booklets, digital or physical products, CD-ROMs, equipment, content on Thrive’s website and any other proprietary information relating to the Program which are provided by Thrive to the Client. Fees: the fees payable by the Client for the supply of a Program in accordance with clause 5. Data Protection Addendum: means the addendum hereto identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under the Contract (as updated from me to me). Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in sec on 1124 of the Corporation Tax Act 2010; Client Data means all data (in any form) that is provided to Thrive or uploaded or hosted on any part of any Program by the Client or by any Authorised User; Data Protection Losses has the meaning given to that term in the Data Protection Addendum; Protected Data has the meaning given in the Data Protection Addendum;
2. BASIS OF CONTRACT
2.1 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 Thrive 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. Thrive is under a legal duty to supply goods that are in conformity with the contract;
2.2 Any sample materials, descriptive matter or advertising issued by Thrive, and any descriptions or illustrations contained in Thrive’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of a Program and the Programs offered by Thrive. They will not form part of the Contract or have any contractual force.
2.3 The client agrees that if they access or use the program materials supplied with the service before the end of the cancellation period of 14 days they then understand and agree with explicit consent that the right to cancel the contract under will be lost. The client understands that they will need to contact firstname.lastname@example.org if they maintain their rights to cancel.
3. THE PROGRAMS
3.1 Thrive will supply a Program to the Client and Thrive warrants to the Client that such Program has been prepared using reasonable care and skill. Thrive provides no guarantee that a Program will provide any results for the Client.
3.2 Thrive will use reasonable endeavours to meet any dates in relation to supporting the program but any such dates will be provisional only and may be subject to change at the discretion of Thrive, with no liability attaching to Thrive in respect of such changes.
3.3 Thrive will have the right to make any changes to the support of a Program which do not affect the nature of the Program
3.4 The Client shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Program, including laws relating to privacy, data protection and use of systems and communications.
3.5 The Thrive Health & Wellness Business Coaching comprises of:
The Program consists of the training videos in the Members Area (these are subject to change and may be updated at any time), access to live Question and Answers with a selection of the Thrive experts, access to recordings of the live Question and Answers.
The Client may submit coaching help requests via the Members Area and can expect a response within 2-5 working days depending on the nature of the request. The response may be provided by any member of the Thrive team. A Client may not dictate which member of the Thrive team the response is given by.
The Client shall have access to the training videos (including any updates) and Question and Answer recording updates for as long as the company is still in operation. After 12 weeks of the program commencing the Client will no longer have access to the live Question and Answers or coaching help requests (general customer service support requests will still be answered).
Thrive reserve the right to make any changes to what the program consists of that do not affect the nature of the Program delivered.
4. CLIENT’S OBLIGATIONS
4.1 The client will: a)ensure that the terms of the Order a are complete and accurate; b)cooperate with Thrive 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 Thrive with such information and materials as Thrive may reasonably require in order to support a Program and ensure that such information is accurate in all material respects; (e) not use a Program or Thrive 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 Thrive at any me (f) respect the privacy rights of any other participants in a Program; g)permit Thrive to use any examples of the clients in the online updated curriculum or in Thrive marketing h)permit Thrive to include information or video footage highlighting any benefits which the Client’s business has obtained from using a Program and in this regard, the Client hereby grants to Thrive a royalty-free, perpetual license to use any intellectual property rights of the Client for this purpose.
4.2 If Thrives’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), Thrive, without limiting its other rights or remedies, will (a) have the right to suspend offering support of 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 Thrive’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 Thrive’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 the program are [PAYMENT SCHEDULE FIELD] (or any agreement made with a finance company in accordance with payment for the program). The payments will be made using the card supplied by the Client ending [LAST FOUR DIGITS OF CARD FIELD] , exp date [CARD EXPIRY DATE FIELD] and CVV code [CVV CODE FIELD]. The fees will remain payable by the client even if it does not complete, access or use the entire Program.
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 Thrivein order to justify withholding payment of any such amount. Thrive may set off any amount owing to it by the Client against any amount payable by Thrive to the client.
5.3 Thrive reserve the right to continue processing payments for any outstanding monies using any of the Client’s card details held on the Clients account.
5.4 Failure to make payment in a timely and collaborative fashion may result in your details and contract being handed to a 3rd party debt collection agency which may affect your credit rating and potential to get future credit.
6. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in or arising out of or in connection with a Program and Thrive Materials will be owned by Thrive. Thrive hereby grant the Client with a revocable, nonexclusive royalty free licence to use Thrive Materials for the dura on of a Program.
7. LIMITATION OF LIABILITY AND DISCLAIMERS:
7.1 Thrive 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.
7.2 Thrive does not provide any legal, 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 continue unless and until terminated in accordance with clause 8.2.
8.2 Thrive shall be entitled to terminate the provision of the Service and/or the Contract by giving written notice to the Client, at any time, without penalty.
9. DATA AND INFORMATION
9.1 Client Data shall at all times remain the property of the Client or its licensors.
9.2 Except to the extent Thrive has direct obligations under data protection laws, the Client acknowledges that Thrive has no control over any Client Data hosted as part of the provision of the Programs and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Program) complies with all applicable laws and Intellectual Property Rights.
9.3 If Thrive becomes aware of any allegation that any Client Data may not comply with the Acceptable Use Policy or any other part of this Contract Thrive shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Programs and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful Thrive shall notify the Client before taking such act on.
9.4 Within  days or earlier of the end of the provision of the Program (or any part) relating to the processing of the Client Data, unless otherwise set out in the Contract or subsequently agreed in writing, the Client hereby instructs that Thrive shall securely dispose of such Client Data processed in relation to the Program (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Law (as defined in the Data Protec on Addendum) requires Thrive to store such Client Data. Thrive shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with the Contract.
9.5 Thrive shall have the right to suspend the Program at any time, and for any reason, without notice; the Client accepts and acknowledges that Programs of this nature can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar. If such a suspension or withdrawal is to last for more than 10 days, the Client will be notified as to the reason.
10. CONFIDENTIALITY AND SECURITY OF CLIENT DATA
10.1 Thrive shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with the Contract, disclose or copy the Client Data other than as necessary for the performance of the Program or its express rights and obligations under the Contract.
10.2 Thrive shall implement technical and organisational security measures in accordance with [the Informa on Security Addendum].
10.3.1 Thrive undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors and direct and indirect subcontractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Program, and 10.3.2 shall be responsible to the Client for any acts or omissions of any of the persons referred to in clause 10.3.1 in respect of the confidentiality and security of the Client Data as if they were Thrive’s own. 10.4 The provisions of this clause 10 shall not apply to information which: 10.4.1 is or comes into the public domain through no fault of Thrive, its officers, employees, agents or contractors; 10.4.2 is lawfully received by Thrive from a third party free of any obligation of confidence at the time of its disclosure; 10.4.3 is independently developed by Thrive (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such information; or 10.4.4 is required by law, by court or governmental or regulatory order to be disclosed, that clauses 10.4.1 to 10.4.3 (inclusive) shall not apply to Protected Data. 10.5 This clause 10 shall survive the termination or expiry of the Contract for a period of [ten] years. 10.6 To the extent any Client Data is Protected Data, Thrive shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of Thrive’s obligations under the Data Protection Addendum. Clauses 10.1 to 10.5 (inclusive) are subject to this clause 10.6.
11.1 From the date the Contract commences any behaviour displayed by the Client that Thrive deems as disruptive, threatening, abusive or untenable in anyway, either in person, via email, via social media or any other forms of means of communication either directed at Thrive, Thrive’s other clients, Thrive team members or associates may result in the Client being denied access to the Facebook group and all other aspects of support to the Program. All remaining fees would remain payable and any monies for the Program will be non-refundable.
11.2 Assignment and subcontracting: The Client will not, without the prior written consent of Thrive, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract
11.3 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.
11.4 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 Thrive.
11.5 Thrive gives no warranties of any kind, whether express or implied, for the service it provides under the Contract. Use of any information obtained via Thrive is at the Client’s own risk. Thrive makes no warranty whether express or implied as to the accuracy or quality of information obtained through its services.
11.6 Complaints: Please contact email@example.com and we will respond within 48 hours. We don’t currently subscribe to an alternative dispute resolution (ADR) scheme as we’re confident we will always attempt to resolve any complaint professionally and courteously. If you’ve been in touch and are unhappy with our resolution, please let us know. If you remain unhappy with any final resolution, we’re required to let you know about ADR. The full list of ADR providers, and more information on ADR, can be found on the Chartered Trading Standards Institute (CTSI) website. The list of ADR providers is regulated by the CTSI. If you need advice or wish to report problems with goods or services, bought from a trader based in the UK, the appropriate advice agency is the Citizens Advice Consumer Service which can be contacted on 03454 04 05 06 or from a similar advice agency in the country you abide in.