ASK HARRIETTE LIMITED

General Terms and Conditions of Sale

These General Terms and Conditions of Sale, together with any and all other documents referred to herein (and the Terms of Use, Privacy Policy and Cookie Policy listed on the website www.askharriette.co.uk), set out the terms under which Ask Harriette Limited provides Services to its Client through the website www.askharriette.co.uk (“Our Site”) or otherwise. 

Please read these General Terms and Conditions of Sale carefully and ensure that you understand them before purchasing any Services from Ask Harriette Limited. 

You will be required to read and accept these General Terms and Conditions of Sale when ordering through Our Site or otherwise purchasing Services from Ask Harriette Limited.  If you do not agree to comply with and be bound by these General Terms and Conditions of Sale, you will not be able to purchase Services through Our Site or from Ask Harriette Limited. 

These General Terms and Conditions of Sale are made up of the following:

Part 1 – The Contract Summary

Part 2 – Definitions and Interpretation

Part 3 – Sale of Online Courses, Paid Content and Subscriptions

Part 4 – Accessing Online Services

Part 5 – Coaching Terms

Part 6 – Technical and copy writing support

Part 7 – Brand Licence

Part 8 – General Legal Terms

If there is a conflict or inconsistency between the terms in these General Terms and Conditions of Sale, the following order of priority shall apply:

(a) Part 1 – The Contract Summary;

(b) Part 2 – Definitions and Interpretation;

(c) Part 3 – Sale of Online Courses, Paid Content and Subscriptions;

(d) Part 8 – General Legal Terms; and

(d) The applicable Parts 4, 5, 6, 7 and 9 which apply to the Services that are being provided by Ask Harriette Limited to the Client.

Part 2 – Definitions and Interpretation

This Part 2 applies to all of Ask Harriette’s Clients.

1. Definitions and Interpretation
1. In these General Terms and Conditions of Sale, unless the context otherwise requires, the following expressions have the following meanings:

PART 3 – Sale of Paid Content, Courses and Subscriptions

This Part 3 applies to all Clients who purchase Paid Content, Online Courses, Subscriptions and/or become a Member through Our Site.

2. Age Restrictions

Clients may only purchase Paid Content, Online Courses and Subscriptions and/or become a Member if they are at least 18 years of age.

3. Subscriptions, Paid Content, Pricing and Availability

1. We make all reasonable efforts to ensure that all descriptions of Subscriptions, Online Courses and Paid Content available from Us correspond to the actual Subscription, Online Courses and Paid Content that the Client will receive. 
2. Please note that sub-Clause 3.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor discrepancies.  Please refer to Clause 8 if your Subscription, Online Course or the Paid Content is incorrect.
3. We may from time to time change Our prices.  Changes in price will not affect any Subscription, Online Course or the Paid Content that the Client has already purchased but will apply to any subsequent renewal or new Subscription.  We will inform the Client of any change in price at least 10 days before the change is due to take effect.  If the Client does not agree to such a change, the Client may cancel the Contract as described in sub-Clause 10.1.
4. Minor changes may, from time to time, be made to certain Paid Content, Online Courses or Subscriptions, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues.  These changes will not alter the main characteristics of the Paid Content, Online Courses or Subscriptions and should not normally affect your use of that Paid Content, Online Courses or Subscriptions.  However, if any change is made that would affect your use of the Paid Content, Online Courses or Subscriptions suitable information will be provided to the Client.
5. Where any updates are made to Paid Content or Online Course, that Paid Content and Online Courses will continue to match Our description of it as provided to the Client before the Client purchased the Paid Content or Online Courses.  Please note that this does not prevent Us from enhancing the Paid Content and Online Courses, thereby, going beyond the original description.
6. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in price will not affect any order that the Client has already placed (please note sub-Clause 3.10 regarding VAT, however).
7. All prices are checked by Us before We accept an order.  In the unlikely event that We have shown incorrect pricing information, We will contact the Client in writing to inform the Client of the mistake.  If the correct price is lower than that shown when the Client made the order, We will simply charge the Client the lower amount and continue processing the order.  If the correct price is higher, We will give the Client the option to purchase the Paid Content at the correct price or to cancel the order (or the affected part of it).  We will not proceed with processing the order in this case until the Client respond.  If We do not receive a response from the Client within 10 days, We will treat the order as cancelled and notify the Client of this in writing.
8. If We discover an error in the price or description of the purchase after the order is processed, We will inform the Client immediately and make all reasonable efforts to correct the error.  The Client may, however, have the right to cancel the Contract if this happens.  If We inform the Client of such an error and the Client does wish to cancel the Contract, please refer to sub-Clause 10.4.
9. If the price of a Subscription that the Client has ordered changes between the order being placed and Us processing that order and taking payment, the Client will be charged the price shown on Our Site at the time of placing the order.
10. All prices on Our Site include VAT.  If the VAT rate changes between the order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
    
    4. Orders – How Contracts Are Formed
1. Our Site will guide the Client through the process of purchasing a Subscription, Paid Content and/or Online Courses.  Before completing the purchase, the Client will be given the opportunity to review its order and amend it.  Please ensure that the order is carefully checked before submitting it.
2. If We are unable to process an order due to incorrect or incomplete information, We will contact the Client to ask to correct it.  If the Client does not give Us the accurate or complete information within a reasonable time of Our request, We will cancel the order and treat the Contract as being at an end.  We will not be responsible for any delay in the availability of a Subscription, Paid Content and/or Online Courses that results from the Client providing incorrect or incomplete information.
3. No part of Our Site constitutes a contractual offer capable of acceptance.  The Client’s order to purchase a Subscription, Paid Content and/or Online Courses constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acceptance is indicated by Us sending the Client a Payment Confirmation by email.  Only once We have sent the Client a Payment Confirmation will there be a legally binding Contract between Us and the Client.
4. Payment Confirmations shall contain the following information:
1. Confirmation of the purchase ordered including full details of the main characteristics of the Subscription, Paid Content and/or Online Courses available as part of it;
2. Fully itemised pricing for the purchase including, where appropriate, taxes, and other additional charges;
3. The duration of the Subscription or Online Course (including the start date, and the expiry and/or renewal date (if applicable)); and
4. Confirmation of the Client’s acknowledgement that the Paid Content will be made available to the Client immediately and that the Client will lose its legal right to change its mind and cancel upon accessing the Paid Content as detailed below in sub-Clause 10.1.
5. In the unlikely event that We do not accept or cannot fulfil the order for any reason, We will explain why in writing.  No payment will be taken under normal circumstances.  If We have taken payment any such sums will be refunded to the Client as soon as possible and in any event within 14 calendar days.
6. Any refunds under this Clause 4 will be issued to the Client as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
7. Refunds under this Clause 4 will be made using the same payment method that the Client used for its purchase.

   5.Payment

1. Payment for Subscriptions must always be made in advance.  The Client’s chosen payment method will be charged when We process the order and send the Client a Payment Confirmation (this usually occurs immediately, and the Client will be shown a message confirming your payment).
2. We accept the following methods of payment on Our Site:
1. Debit and credit card via Stripe
2. PayPal
3. If the Client does not make any payment due to Us on time, We will suspend your access to the Paid Content.  For more information, please refer to sub-Clause 6.5.  If the Client does not make payment within 10 days of Our reminder, We may cancel the Contract.  Any outstanding sums due to Us will remain due and payable.
4. If the Client believe that We have charged the Client an incorrect amount, please contact Us at support@askharriette.co.uk as soon as reasonably possible to let Us know.  The Client will not be charged for Paid Content while availability is suspended.

   6. Provision of Paid Content

1. Paid Content appropriate to the Subscription or purchase will be available to the Client immediately when We send the Client a Payment Confirmation and will continue to be available for the duration of the Subscription (including any renewals), or until the Client end the Contract.
2. When the Client places an order, the Client will be required to expressly acknowledge that the Client wish the Paid Content to be made available to the Client immediately. The Client will also be required to expressly acknowledge that by accessing (e.g. downloading or streaming) the Paid Content, the Client will lose its legal right to cancel if the Client changes its mind (the “cooling-off period”).  Please see sub-Clause 10.1 for more information.
3. In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:
1. To fix technical problems or to make necessary minor technical changes;
2. To update the Paid Content to comply with relevant changes in the law or other regulatory requirements;
3. To make more significant changes to the Paid Content.
4. If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 6.3, We will inform the Client in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform the Client as soon as reasonably possible after suspension).  If the suspension lasts (or We tell the Client that it is going to last) for more than 30 days, the Client may end the Contract as described below in sub-Clause 10.2.
5. We may suspend provision of the Paid Content if We do not receive payment on time from the Client.  We will inform the Client of the non-payment on the due date, however if the Client does not make payment within 10 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from the Client.  If We do suspend provision of the Paid Content, We will inform the Client of the suspension.  The Client will not be charged for any Paid Content while provision is suspended.
6. Any refunds under this Clause 6 will be issued to the Client as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.
7. Refunds under this Clause 6 will be made using the same payment method that the Client used when purchasing your Subscription.

   7. Licence

1. When the Client purchases a Subscription, Paid Content and/or Online Courses, We will grant the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content and/or Online Courses for personal, non-commercial purposes.  The licence granted to the Client does not give the Client any rights in Our Paid Content and/or Online Courses (including any material that We may licence from third parties).
2. The Client may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

   8. Problems with the Paid Content

1. By law, We must provide digital content that is of satisfactory quality, fit for purpose, and as described.  If any Paid Content and/or Online Courses available through your Subscription does not comply, please contact Us as soon as reasonably possible to inform Us of the problem.  The Client’s available remedies will be as follows:
1. If the Paid Content and/or Online Courses have faults, the Client will be entitled to a repair or a replacement.
2. If We cannot fix the problem, or if it has not been (or cannot be) fixed within a reasonable time and without significant inconvenience to the Client, the Client may be entitled to a full or partial refund.
3. If the Client can demonstrate that the fault has damaged your device or other digital content belonging to the Client because We have not used reasonable care and skill, the Client may be entitled to a repair or compensation.  Please refer to sub-Clause 11 for more information.
2. If there is a problem with any Paid Content, please contact Us at support@askharriette.co.uk.
3. Refunds (whether full or partial, including reductions in price) under this Clause 8 will be issued within 14 calendar days of the day on which We agree that the Client are entitled to the refund.
4. Refunds under this Clause 8 will be made using the same payment method that the Client used when purchasing.
5. For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

   9. Cancelling a purchase

1. If the Client is a consumer, by default the Client has a legal right to a “cooling-off” period within which the Client can cancel the Contract for any reason, including if the Client has changed its mind, and receive a refund.  The period begins once We have sent the Client your Payment Confirmation (i.e. when the Contract between the Client and Us is formed) and ends when the Client access (e.g. download or stream) the Paid Content, or 14 calendar days after the date of Our Payment Confirmation, whichever occurs first.
2. After the cooling-off period, the Client may cancel its Subscription at any time, however subject to sub-Clause 9.3 and Clause 10, We cannot offer any refunds and the Client will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.
3. If the Client makes a purchase by mistake (or allows its Subscription to renew by mistake), it must inform inform Us as soon as possible and do not attempt to access any Paid Content.  Provided the Client has not accessed any Paid Content since the start date (or renewal date, as appropriate) of the purchase, We will be able to cancel the purchase and issue a full refund.  If the Client has accessed any Paid Content once the purchase has been made, We will not be able to offer any refund and the Client will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).
4. If the Client wish to exercise its right to cancel under this Clause 9, the Client may inform Us of your cancellation in any way the Client wish, however for your convenience We offer a cancellation form on Our Site https://askharriette.co.uk/2021/05/11/cancellation-request-form/.  Cancellation by email or by post is effective from the date on which the Client send Us your message. If the Client would prefer to contact Us directly to cancel, please email us at: support@askharriette.co.uk.

In each case, providing Us with your name, address, email address and telephone number.

5. Refunds under this Clause 9 will be issued to the Client as soon as possible, and in any event within 14 calendar days of the day on which the Client inform Us that the Client wish to cancel.

6. Refunds under this Clause 9 will be made using the same payment method that the Client used when making its purchase.

10. The Client’s Other Rights to End the Contract

1. The Client may end the Contract at any time if We have informed the Client of a forthcoming change to its Subscription or the Paid Content (as described in sub-Clauses 5), or to these General Terms and Conditions of Sale that the Client does not agree to.  If the change is set to take effect or apply to the Client before the end of the Client’s Subscription, We will issue the Client with a pro-rated refund equal to the remaining time left in that Subscription.  If the change will not take effect or apply to the Client until the expiry of current Subscription, the Contract will end at the end of that Subscription period and the Client will continue to have access to the Paid Content until that date.
2. If We have suspended availability of the Paid Content for more than 30 days, or We have informed the Client that We are going to suspend availability for more than 30 days, the Client may end the Contract immediately, as described in sub-Clause 9.4.  If the Client end the Contract for this reason, We will issue the Client with a pro-rata refund.
3. If there is a risk that availability of the Paid Content will be significantly delayed because of events outside of Our control, the Client may end the Contract immediately.  If the Client end the Contract for this reason, We will issue the Client with a pro-rata refund.
4. If We inform the Client of an error in the price or description of your Subscription or the Paid Content and the Client wish to end the Contract as a result, the Client may end it immediately.  If the Client end the Contract for this reason, We will issue the Client with a full refund.
5. If the Client is a consumer, the Client may also have a legal right to end the Contract at any time if We are in breach of it.  The Client may also be entitled to a full or partial refund and compensation.  For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.
6. Refunds under this Clause 10 will be made within 14 calendar days of the date on which your cancellation becomes effective, using the same payment method that the Client used when purchasing your Subscription.
7. If the Client wish to exercise its right to cancel under this Clause 9, the Client may inform Us of your cancellation in any way the Client wish, however for your convenience We offer a cancellation form on Our Site https://askharriette.co.uk/2021/05/11/cancellation-request-form/.  Cancellation by email or by post is effective from the date on which the Client send Us your message. If the Client would prefer to contact Us directly to cancel, please email us at: support@askharriette.co.uk.

In each case, providing Us with your name, address, email address and telephone number.

11. Our liability for Paid Content

1. Our Paid Content is intended for non-commercial use only.  We make no warranty or representation that the Paid Content is fit for commercial, business or industrial use of any kind.  We will not be liable to the Client for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
2. If, as a result of Our failure to exercise reasonable care and skill, any digital content (including but not limited to Paid Content) from Our Site damages your device or other digital content belonging to the Client, We will either repair the damage or pay the Client appropriate compensation.  Please note that We will not be liable under this provision if:
1. We have informed the Client of the problem and provided a free update designed to fix it, but the Client has not applied the update; or
2. The damage has been caused by your own failure to follow Our instructions; or
3. the Client’s device does not meet any relevant minimum system requirements that We have made the Client aware of before the Client purchased the Paid Content.

Part 4 – ACCESSING ONLINE SERVICES

This Part 4 applies to all Clients who receive online Services from Us via a cloud based conferencing platform.

12. Online access to Online Services

1. Where We offer the online Services, We will use technology which allows Us to provide the online Services to Our Clients.  As a Client the Client will need to have the appropriate technology (see below) to receive the online Services. For this purpose, We may use the Zoom cloud-based web conferencing platform or an alternative provider (“Zoom”).
2. Where We are to make any of online Services available to the Client by means of Zoom rather than through Our Site, it will be on the following basis.
1. We will subscribe to Zoom and will pay any necessary fees to Zoom  to maintain that subscription. It will enable Us to act as “host” and to provide the Paid Content, Online Courses or Coaching to Our Clients over the internet via the Zoom.
2. To receive or participate in any of the online Services via Zoom, the Client will need to join an online session which is within the scope of the Client’s Subscription or Course or Training. The Client will not need to pay any fee or charge to use Zoom or join that session: the Client will only need to pay for the Subscription or Course or Training. 
3. We do not provide any PC, laptop, tablet, mobile phone or other hardware (“Device”) or any Zoom App or other software for use on or with any Devices, nor any internet connection or service or other equipment or facilities necessary to enable a Client to use Zoom.
4. It will be the Client’s sole responsibility to ensure that it has access to, and familiarity with all necessary technology so that the Client can receive and participate in the online Services via Zoom.
5. It will be the Client’s sole responsibility to ensure that:

1. An appropriate functioning Device which is adequately charged;
2. An up to date Zoom App where applicable. It will need to be downloaded to the Device, and installed and working fully and correctly on the Device, so that the Client can receive the online Services;
3. Stable, reliable, internet access with adequate speed;
4. A safe location with a suitable quiet and comfortable environment in which to watch, listen, speak where appropriate, make notes, and otherwise to participate as necessary, without the presence of any other person to distract the Client or the Coach;
5. Where the Device on its own does not provide an adequate microphone and/or loudspeakers for the purpose, external microphone and/or speakers as reasonably necessary; and
6. Exercise/notebooks, pens, pencils, and any books, materials or equipment.

   13. Privacy and security on each occasion when online Services are accessed

1. Where any session that a Client accesses is two-way synchronous livestream audio and/or video technology (not a pre-recorded one-way transmission), on the occasion the Client accessing it, it will also be made simultaneously accessible to all others who have purchased it and choose to access it unless We specify that it is to be made available on that occasion only to a Client as an individual private session.
2. Therefore, unless We specify that a particular two-way session is only accessible to the Client, the following will apply to such a session:

1. When a Client signs in to Zoom, it should only indicate its first name only since its name will be visible to Our other Clients taking part;
2. The Client understands and is aware that there is a risk that other Clients and other people may see and hear (via the video and/or audio facilities of the Zoom App and the Device) not only the Client but its space and its surroundings and other people in or near that space and its surroundings when the Client participating in the session;
3. The space that the Client uses should be free of others and it should be difficult to see or hear via the Zoom App and the Device any interactions between people who are in or near that space and its surroundings. For example, the Client might decide to use a private room and/or wear headphones;
4. There are potential risks in transmitting information over technology that include, but are not limited to, breaches of confidentiality and the theft of personal information;
5. We cannot ensure privacy or confidentiality due to the nature of two-way sessions involving multiple Clients; and
6. In any event, it will the Client’s responsibility to ensure that it has a suitable space to use when participating in any two-way session in order to protect its privacy and that of others in or near that space.

3. We do not claim to have any expertise or skill in relation to any technology that the Client need or use for the purpose of receiving the online Services. However, We may, if the Client request it, either before or during any session of the online Services, and without charge, offer suggestions in good faith to resolve any problem with that technology that the Client report, but it will not be in the nature of advice to the Client. We do not, therefore, take on any responsibility or accept any liability to the Client if any such suggestion does not help the Client to resolve any problem or if by following any such suggestion the Client experience any other problem, loss or damage to any technology or other thing.

4. We will not be responsible or liable to the Client if the Client is unable to access any of the online Services due to any failure or delay in performing Our obligations under the Contract resulting from any cause beyond Our reasonable control. In any such case, the Client will remain liable to pay for the online Services that We have made available for the Client. Such causes beyond Our reasonable control may include (but are not limited to):

1. Where the Client is unable to resolve any technology problem (whether or not the Client has asked Us for or We have offered any suggestions as to how to resolve the problem); or
2. Any slow speed, instability, temporary or other breakdown, unavailability or inadequacy of, or defect in, the Client’s internet service or any other equipment or service (e.g. telecommunications, computing, audio or visual) that the Client use or rely on; or
3. Failure of or defect in the Zoom platform used by Us or the Client to access the online Services.

   5. We will not be liable to the Client for any loss or damage arising from its failure to comply with the above requirements.

PART 5 – COACHING TERMS

This Part 5 applies to all Clients who receive Coaching from Ask Harriette either as part of 1-2-1 Coaching, group Coaching, online Coaching and/or part of Coaching provided as part of one of Our Online Courses or Training programmes.

14. Coaches

1. Please note that We will in Our discretion decide which Coach to assign to each Coaching session. Where the Coaching comprises more than one session, We may assign different Coaches to different sessions. We will ensure as far as We reasonably able to do so, that We assign the same Coach to those sessions, and will in any event try to minimise changes of Coach from one session to the next in relation to each session.
2. In any event, the Coach who We assign to any session will be appropriately qualified and/or experienced at the appropriate level for that session and will be competent to conduct that session.

   15. The Coaching

1. Preparation for each session: The Client should attend each session prepared by completing any assignment, work, tasks set for the Client at the previous session. Adequate preparation for sessions is more likely to result in satisfactory progress. If the Client require guidance with an assignment or tasks between sessions, We are usually contactable by email/phone and may be able to provide some help remotely.
2. Records: The Client should provide and maintain a tuition diary and this can be in the form of in which the Client can make notes, setting out any information useful or necessary to the Client when studying, practising or carrying out any task or assignment or to prepare for an examination.
3. The Client’s Progress: Whilst We will use Our reasonable endeavours to ensure that the Client makes satisfactory progress, results will be different for each individual depending on various factors, including, without limitation, number and frequency of sessions, whether they are interactive rather than one-way recorded sessions, any preparation or other tasks or work done or activity engaged in by the Client set or suggested by the Coach, and the Client’s aptitude.
4. Satisfactory progress cannot be guaranteed. We make no warranty or representation that any particular progress or result will be brought about (including, where relevant, passing any examination) as a result of the Client taking part in or viewing any session(s).
5. Attendance: If the Client is not available for a session for any reason it is solely the Client’s responsibility to ensure that the Client makes up for that missed session by purchasing an additional session if necessary.
6. Punctuality: We expect the Client to be ready for a session at least 5 minutes before the scheduled start time of the session to ensure that the Client are ready to start on time.
7. Course or other equipment, items materials etc.: We may make suggestions as to any equipment, textbooks, videos or other materials or items that the Client should read, view, purchase or otherwise acquire where We think it is necessary or helpful for the Client to have a copy to use during or outside sessions but We cannot provide such materials or items for the Client.
8. Practice/Homework/Tasks/Assignments: We will usually give the Client at the end of a session a practice and homework assignment or tasks to carry out, and the Client should complete it/them prior to the Client’s next session. It is best if the Client has a quiet place to practice, study, carry out tasks, and work on any assignment without interruption.
9. Our commitment, amount of tuition needed: We agree to teach the Client at the agreed times and days. It is not always possible to determine at the outset how much tuition the Client will require. Where We decide that We are able to do so, We may recommend to the Client, as and when appropriate, when We consider that the Client are ready for any relevant examination. We may recommend additional opportunities to help with the Client’s study and training such as relevant workshops run by Us or third parties where We are aware of such opportunities and such workshops are available.

   16. The Client’s commitments

1. The Client agrees that full participation in the Coaching sessions is necessary in order to achieve best possible results and outcomes for the Client. If the Client does not participate or miss out elements of Coaching sessions or follow up actions then this is likely to have a negative impact on the effectiveness and potential of the Client’s outcomes. We are not responsible if the Client does not meet its desired outcome and results from the Coaching if the Client does not participate fully.  As such, the Client commit wholeheartedly to being an active participant and present and on time for all sessions in the Coaching.
2. The Client agree that it is its responsibility to attend the Coaching sessions, and to utilise the tools and resources made available to the Client. If the Client are unable to attend a session, the Client agree to provide notice of that cancellation 48 hours in advance, where possible. In the event of an emergency or the event that cancellation cannot be provided within 48 hours of the scheduled session, every effort will be made to accommodate a rescheduled session, but with a busy schedule, a nearby date cannot be guaranteed.
3. The Client accept and agree that it is one hundred percent (100%) responsible for its own actions including its participation, progress and results during the Coaching. The Client agrees to communicate open and honestly, and complete all written information requested from the Client in a timely way. We will do Our best to support the Client with getting the maximum benefit and potential outcomes from Our provision of the Coaching but We cannot guarantee that Coaching, Online Courses or Training and Services will meet your specific expectations or that the Client will achieve any particular outcomes or results.
4. The Client understands and agrees that it is participating in the Coaching for personal and professional growth and therefore gives Us permission to be honest, direct, supportive and challenging during provision of the Coaching and Our interactions with the Client.
5. The Client agrees to conduct itself in a responsible and courteous manner at all times during your participation in the Coaching, and in particular not to disrupt or be offensive or cause distress to either the Coaches or other Clients. In the event that the Client breach this clause, then an Ask Harriette representative will contact the Client to put the Client on notice that its conduct is in breach of these terms. If the Client fails to take that remedial action, or continue to act in a way which (in the reasonable opinion of Us) breaches this clause then We reserve the right to terminate the Client’s participation in Coaching and/or any applicable Online Course or Training and permanently exclude the Client from the Coaching and/or any applicable Online Course or Training. No refund will be due to the Client in these circumstances and no further discussions will be entered into. Our decision on this will be both discretionary and final.

PART 6 – TECHNICAL SUPPORT AND COPY WRITING SERVICES

This Part 6 applies to all Clients who receives free technical support and copy writing Services from Ask Harriette as part of one of Our Online Courses or Training programmes or who purchase technical support and copy writing services outside of one of our Online Courses or Training programmes.

17. Technical Support and Copy Writing Services

1. Technical Support: Ask Harriette agrees to provide the following technical support to the Client during Business Hours:

• An initial 30 mins call (or monthly calls if you are on a monthly rolling plan) with one of Our project managers to discuss your technical needs. This is on top of your agreed technical support hours.
• Access to a task dashboard to keep you up to date with the progress of your tech.
• An agreed amount of technical support hours based on the package that is purchased or the number of hours support that We agreed to provide as part of our Online Courses or Training programmes.
• Email support from our tech team throughout the process.

(“Technical Support Services”)

2. Technical Support: Ask Harriette agrees to provide the following copy writing services to the Client during Business Hours:

• An in depth questionnaire so we can understand your offer, your client and positioning
• A first draft delivered to you via a Google doc for you to approve or request edits
• All required edits will count towards the time you have dedicated to copywriting through your course, training programme or individual package
• Email support throughout the process
  (“Copy Writing Services”)

  3. The Client and Ask Harriette will agree the terms of the Technical Support Services and the Copy Writing Services required by the Client and this will be set out in the Part 1 -Contract Summary.

  4. Upon receipt of such notification from the Client Ask Harriette shall begin work on correcting such defect or error. If the Client requests support in an emergency Ask Harriette shall use reasonable endeavours to fulfil the request as quickly as possible.

  5. The foregoing error correction service shall not include service in respect of:

• defects or errors resulting from any modifications of the Website made by any person other than Ask Harriette;
• incorrect use of the Website or error in the operation thereof on the part of the Client or its employees or agents; and/or
• errors resulting from faults in equipment or software other than that supplied to the Client by Ask Harriette.

  6. Ask Harriette shall be entitled to make additional charges for any Services provided by Ask Harriette:

• at the request of the Client but which do not qualify under the aforesaid error correction service by virtue of an of the exclusions referred to in sub-clause 17.5 above; and
• at the request of the Client but which Ask Harriette considers on reasonable grounds not to be necessary.

For the avoidance of doubt nothing in this sub-clause shall impose any obligation on Ask Harriette to provide Services in respect of any of the exclusions referred to in sub-clause 17.5 above.

18. Client Responsibilities

1. The Client shall promptly, at Ask Harriette’s request, provide Ask Harriette with any and all information, data, documentation, and Client Website Materials that Ask Harriette reasonably requires in order to provide the Technical Support and Copy Writing Services.
2. The Client shall be fully responsible for the Client Website Materials and for the content, accuracy, and completeness thereof and shall indemnify Ask Harriette against any and all damages, losses, and expenses arising as a result of any claims or proceedings on the grounds that the Client Website Materials contain any material that is unlawful or otherwise offensive (including, but not limited to, material that is obscene, offensive, defamatory, threatening, incites violence, or that breaches the intellectual property rights of any third party).
3. The Client hereby acknowledges that Ask Harriette’s ability to perform its obligations under these General Terms and Conditions of Sale is dependent on the Client’s full and timely cooperation and the Client hereby agrees to provide the same.
4. The Client warrants that they have the right to use all Client Website Materials supplied by them to Ask Harriette and that, where applicable, all necessary permissions and rights have been obtained. The Client (or the applicable licensors, as appropriate) shall retain ownership of all Client Website Materials and all intellectual property rights subsisting therein at all times.
5. During the continuance of these General Terms and Conditions of Sale the Client shall:-
1. ensure that the Website is accessed (to the extent necessary) on behalf of the Client by competent trained employees only or by persons under their supervision;
2. operate the Website in accordance with instructions and training provided by Ask Harriette in that regard from time to time;
3. keep full security copies of the Website and of the Client’s databases and computer records in accordance with best computing practice;
4. not alter or modify the Website in any way whatever nor permit the Website to be amalgamated or used in combination with any other website;
5. not request, permit or authorise anyone other than Ask Harriette to provide any maintenance services in respect of the Website or the Website;
6. co-operate fully with the Ask Harriette’s personnel in the diagnosis of any error or defect in the Website; and
7. provide such telecommunication facilities as are reasonably required by Ask Harriette for testing and diagnostic purposes.

   19. Exclusions

1. Ask Harriette shall not be liable for any loss or damage sustained or incurred by the Client or any third party (including without limitation any loss or use of the Client Website Materials or loss of or spoiling of the Client’s data) as a result of any defect or error in the Website or Website programmes or software except to the extent that such loss or damage arises from any unreasonable delay or negligence in Ask Harriette in providing the Services.
2. Ask Harriette shall not be liable to the Client for any loss arising out of any failure by the Client to keep full and up-to-date security copies and back ups of the Website and the Client Website Materials.

PART 7 – BRAND LICENCE

This Part 7 applies to all Clients who have successfully completed a Training programme with Ask Harriette which entitles the Client to operate with a Brand Licence of a Licensed System on successful completion of the Training.

20. Grant of Rights

1. We grant to the Client the non-exclusive right and licence to use, coach and deliver Our Licensed System, under the Branded Business and the Trade Marks, on the terms and conditions of these General Terms and Conditions of Sale, on the successful completion of their Training [subject to the payment of the Licence Fee and the for the time period set out in the Contract Summary].

   21. Our Obligations to You

1. On successful completion of the Client’s Training, We agree as follows:

1. to provide the Client with advice the Client may reasonably request to enable the Client to deliver and comply with the standards of Our Licensed System;
2. to provide online training (via the Training Videos) in respect of Our Licensed System to the Client;
3. to provide the Client access to the Exercise Sheets; and
4. to provide the Client access to the Workbook and any other training materials, as deemed appropriate by Us.
5. We agree to:
6. allow the Client to use, deliver and coach Our Licensed System to Clients under the Branded Business and using the Trade Marks; and
7. to inform the Client of new developments, techniques and improvements which are relevant to delivery, coaching and use of Our Licensed System and provide such further training as may appear necessary to Us in light of such improvements or developments, subject to the payment by the Client of such supplementary charges as We may impose from time to time in respect of such improvements or developments.

   22. Your Obligations to Us

1. The Client agree as follows:

1. to ensure that the Client at all times present a neat and clean appearance and render competent sober and courteous service to your Clients when delivering and/or coaching Our Licensed System;
2. where relevant, at all times to maintain the interior and exterior of the premises from which the Client will coach and deliver Our Licensed System and all parts thereof to the highest standard of decoration, repair and cleanliness;
3. subject to Us informing the Client of the relevant rights the Client agree to display the current Trade Marks in the manner directed by Us;
4. to coach and deliver Our Licensed System to Clients only under the Branded Business and strictly in accordance with the current Workbook and Training Videos;
5. to comply with all advice and instructions reasonably given in writing by Us with regard to use and delivery of Our Licensed System;
6. to use only such signs, display materials, promotional literature, equipment and other items in connection with the Branded Business and/or Our Licensed System as approved in writing by Us and immediately cease using or displaying any signs, materials or objects as We direct;
7. to use its best endeavours to promote and increase the Branded Business;
8. to comply with all laws, regulations and requirements of any government or other competent authority relating to delivery of Our Licensed System in particular matters relating to health and safety;
9. to sell only such products or services as are described in the Workbook upon the terms of these General Terms and Conditions of Sale and in accordance with any standards or particulars as are set out in the Workbook;
10. to consult with Us in respect of any relevant costs or charges imposed by the Client which relate to Our Licensed System and/or the Branded Business;
11. to allow Us, or any of Our authorised representatives, to visit the Client (giving the Client reasonable notice) for the purpose of reviewing your procedures and coaching methods to ensure the Client is complying with these General Terms and Conditions of Sale; and
12. to seek your Client’s approval (in accordance with the relevant data protection laws) for Us to speak or write to its Branded Clients directly in respect of the standard of services sold by the Client in accordance with the Workbook and Training Videos. Once such approval is given, the Client agree to provide that Client’s contact details and permit Us to contact its Branded Clients for this purpose without your specific authority or permission.

    23. Restrictions on You

1. During the continuance of these General Terms and Conditions of Sale, the Client agree as follows:

1. not to start operating (and for the avoidance of doubt delivering coaching) under the Branded Business without Our prior written approval;
2. not to start operating (and for the avoidance of doubt delivering coaching) under the Branded Business until the Client has completed the Training (which for the purpose of these General Terms and Conditions of Sale shall, as a minimum, mean completion of the Training Videos and the Workbook);
3. save as set out in these General Terms and Conditions of Sale, not to sell, assign, transfer, charge or sub-license the Branded Business, Our Licensed System, or Trade Marks nor any part of them without Our prior written consent;
4. not to sell any product or provide any service which is not detailed in the Workbook or has not been approved in writing by Us;
5. not to do or omit to do any act or thing which may bring Our Licensed System or the Trade Marks into disregard or which may damage or conflict with the interests of the Branded Business or Our other licensees; and
6. not to use or publish any advertisements, signs, or other forms of publicity relating to the Branded Business without Our prior written approval.

   24. Insurance and Responsibilities

1. The Client agree to obtain and maintain adequate business insurance against any claims made against either or both of the Client and Us by any person in respect of any loss or injury suffered as a result of the exercise of the rights granted by these General Terms and Conditions of Sale.
2. The Client agree to indemnify Us and keep Us indemnified against all loss, damage or liability suffered by Us as a result of its conduct under the Branded Business, including but not limited to costs, claims, damages, losses, penalties, fines, liabilities and expenses of investigating and defending any claim, including legal fees and disbursements and consultants’ fees and disbursements, and in particular those incurred as a result of:

   a) failure by the Client to comply with or contravention of any laws, applicable present and future authorisations, registrations, duties of care, codes of conduct, regulations, notices, permits, consents, approvals and licences issued, imposed or directed by any relevant body, including without limitation any matter relating to the protection of the environment, damage to or use of any property or harm to human health,

   b) use of the Trade Marks or Our Licensed System by the Client,

   c) any failure by the Client to comply with any provision of these General Terms and Conditions of Sale or the Workbook, or

   d) any deliberate or negligent act, error or omission by the Client.

   3. The Client will not be responsible under this indemnity for losses to the extent that they result from Our own negligence or wilful misconduct.
   

   25. Materials

1. We agree to provide to the Client details of any alterations to the Workbook, Training videos or the Exercise Sheets. The Client agree to promptly adopt all amendments or deletions to the Workbook, Training Videos or the Exercise Sheets on receiving notification of them from Us.
2. The Client agrees to coach and deliver the Licensed System only under the Branded Business and in accordance with the Workbook and Training Videos.
3. The Client agrees that the Workbook, Training Videos and Exercise Sheets will remain Our sole and exclusive property. The Client acknowledges that copyright in such vests in Us and, save as set out in these General Terms and Conditions of Sale, the Client will not take (and the Client will ensure that no other person will take) any copies of them without Our prior written consent.
4. Notwithstanding this clause 25, We agree that the Client shall be permitted to distribute copies of the Exercise Sheets to Branded Clients for the purpose of coaching Our Licensed System.

   26. Trade marks

1. The Client recognises that We are the owner of the Trade Marks and the goodwill attaching to the Branded Business, Our Licensed System and all other services in respect of which they are used. The Client agrees that the Trade Marks will remain vested in Us both during the term of these General Terms and Conditions of Sale and afterwards.
2. The Client agrees to use the Trade Marks precisely as spelt or drawn by Us and observe any reasonable directions given by Us (from time to time) as to colours and size of the representations of the Trade Marks and the manner and disposition of them on any materials.
3. The Client agrees, at its cost, to perform all acts and sign all documents which We may reasonably require relating to its and/or Our use of the Trade Marks.
4. The Client agrees to promptly report to Us detail of any use by any person of any trade name, trade mark or set-up of any goods or services or mode of advertising which might amount to infringement of the Trade Marks or to unfair competition or passing off, that the Client become aware of, and of any claim by any third party that the Trade Marks are invalid or infringe the rights of any person or are open to any other form of attack and provide all necessary information and assistance if We decide that proceedings should be commenced or defended.

   27. Confidentiality

1. The Client acknowledges that the Workbook, the Training Videos, the Exercise Sheets and all other information issued by Us and relating to Our Licensed System and/or the Branded Business is of a strictly confidential nature, and the Client will not at any time without Our prior written consent (whether before or after termination of these General Terms and Conditions of Sale) divulge or use whether directly or indirectly for your own benefit or that of any other person, firm or company any such information unless:

   a) such information has entered the public domain otherwise than by reason of a breach of these General Terms and Conditions of Sale; and/or
   b) such information is already lawfully possessed by the Client prior to receiving it from Us; and/or
   c) such information is obtained subsequently by the Client from a third party without any obligations of confidentiality; and/or
   d) such use and/or disclosure is necessary to seek advice from your legal and financial advisors; and/or
   e) such use and/or disclosure necessary to enable the Client to exercise its rights under these General Terms and Conditions of Sale.

2. Our status as the owner and author of the Licensed Business, Workbook, the Training Videos, the Exercise Sheets and all other information issued by Us and relating to Our Licensed System and/or the Branded Business (or that of identified licensors, as appropriate) must always be acknowledged.

PART 8 – GENERAL LEGAL TERMS

This Part 8 applies to all Clients.

28. Providing the Services

1. We will provide the Services with reasonable skill and care, consistent with and in accordance with any information provided by Us about the Services and about Us.
2. We will begin providing the Services on the date confirmed in the Contract Summary and We will continue providing the Services for the period set out in the Contract Summary.
3. We will make every reasonable effort to complete the Services on time (and in accordance with the order).  We cannot, however, be held responsible for any delays if an event outside of Our control occurs. 
4. If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. 
5. In certain circumstances, for example, where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue.  Unless the issue is an emergency and requires immediate attention, We will inform you in advance in writing before suspending the Services.
6. If the Services are suspended under sub-Clauses 28.5, you will not be required to pay for them during the period of suspension.  You must, however, pay any invoices that you have already received from Us by their due date(s).
7. If you do not pay Us for the Services as and when required, We may suspend the Services until you have paid all outstanding sums due.  If this happens, We will inform you in writing. 
8. The Client accepts and agrees that its entry to, or purchase Services does not guarantee the Client any specific results in its personal or professional life, career or business growth. The results and benefits received by Clients who purchase Our Services can and do vary.
9. Any testimonials provided on Our website or otherwise do not and are not intended to represent or guarantee that any other Client who purchases the Services will receive the same results or benefits.

   
   29. Problems with the Services and Your Legal Rights

1. We always use reasonable efforts to ensure that Our provision of the Services are trouble-free.  If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible.
2. We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
3. We will not charge you for remedying problems under this Clause 29 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault.
4. If you are a consumer, you have certain legal rights with respect to the purchase of services.  For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office.  If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price.  If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price.  If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance.  In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund.  Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method.  In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.

   
   30. Price and Payment

1. The price of the Services will be that shown in Part 1 Contract Summary.
2. Our prices may change at any time but these changes will not affect orders that We have already accepted.
3. All prices include VAT.  If the rate of VAT changes between the date of the order and the date of your payment, We will adjust the rate of VAT that you must pay.  Changes in VAT will not affect any Prices where We have already received payment in full from you.
4. We accept the following methods of payment:
1. Credit and/or debit card
2. PayPal
5. Credit and/or debit cards will be charged upon completion of the online registration form.
6. Where the Client has purchased Services and these Services form part of a subscription and/or an instalment payment plan is agreed, the Client authorises Us to charge its credit/debit card, or initiate payment via PayPal on a monthly rolling basis until such time as the Services, subscription, Coaching and/or Training ends and/or the instalment payments have completed.
7. The Client confirms that payment of the prices will not place a significant financial burden on the Client or its family. The Client is responsible for payment of the entire price for the Services and any agreed instalment payments every month, regardless of whether or not the Client attends all sessions and/or accesses all or part of the Services and/or completes the Training or Coaching.

   31. Our Liability to Consumers

1. We will be responsible for any foreseeable loss or damage that the Client may suffer as a result of Our breach of these General Terms and Conditions of Sale (or the Contract) or as a result of Our negligence.  Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by the Client and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
2. Nothing in these General Terms and Conditions of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
3. Nothing in these General Terms and Conditions of Sale seeks to exclude or limit your legal rights as a consumer.  For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

   32. Our Liability to business customers

1. Subject to sub-Clause 32.3, We will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between the Client and Us.
2. Subject to sub-Clause 32.3, Our total liability to the Client for all other losses arising out of or in connection with any contract between the Client and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be the total sums paid by the Client in the previous 12 months under the contract in question.
3. Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

   33. Non-Solicitation of Clients and Non-Poaching of Staff

1. The Client agrees that it shall not without the prior written consent of Ask Harriette at any time during the provision of the Services and 12 months after the expiry of the Services solicit, directly, or indirectly, any other client of Ask Harriette, in any form or manner, alone or as a sole proprietor, an employee, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, an agent, or in any other way be connected with any business in competition with Ask Harriette (save as may be permitted by these General Terms and Conditions of Sale in relation to a Licensed System or a fully completed Training programme). 
2. The Client shall not without the prior written consent of Ask Harriette at any time during the provision of the Services and 12 months after the expiry of the Services solicit or endeavour to entice away from or discourage from being employed or engaged by Ask Harriette any person who is one of Ask Harriette’s employees and/or Coaches engaged in providing the Services.

   34. Events Outside of Our Control (Force Majeure)

1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

   
   35. Termination and Cancellation

1. Save as set out in this clause 35, in Part 2 of these General Terms and Conditions of Sale or as otherwise set out in law, the Client has no general right to terminate these General Terms and Conditions of Sale during the provision of the Services.
2. If you wish to cancel the order for the Services before the Services begin, you may do so under sub-Clause 35.4.
3. If you are a consumer, once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by giving Us 14 calendar days’ written notice unless you have signed up for a fixed term Training or Coaching programmes or agreed to purchase a set number of sessions or other similar Services which are for a fixed term period or are agreed for a set number of sessions.  If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 days of Our acceptance of your cancellation.  If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment.
4. If you are a consumer and any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice.  If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 calendar days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 5.  If you cancel because of Our breach under sub-Clause 35.4.1, you will not be required to make any payments to Us.  You will not be required to give 14 days’ notice in these circumstances:
1. We have breached the Contract in any material way and have failed to remedy that breach within 30 days of you asking Us to do so in writing; or
2. We enter into liquidation or have an administrator or receiver appointed over Our assets; or
3. We change these Terms and Conditions to your material disadvantage.
5. Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 14 days’ written notice.  If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 30.
6. In addition to any other rights or remedies We may have, We may terminate these General Terms and Conditions of Sale with immediate effect by giving written notice to the Client if:
1. the Client has breached any of the terms of these General Terms and Conditions of Sale and such breach has not been remedied within 30 days of notice of the breach;
2. the Client has acted dishonestly, fraudulently, offensively or in a way which in Our reasonable opinion might adversely affect Our goodwill or reputation or Our ability to deliver the Services to other Clients; or
3. the Client has died, ceased to carry on business, is declared bankrupt or enters into an insolvency or administration procedure; and
4. the Client fails to pay any fees due for the Services and such breach has not been remedied within 10 days of notice of the breach.

7. Upon cancellation or termination for any reason:

1. We will disable the Client’s access to the Services and any related online forums or membership privileges;
2. the Client must cease to access the Services;
3. the Client will cease to receive the Services;
4. the Client shall immediately pay to Us the full amount of all monies due to Us (save as otherwise set out in these General Terms and Conditions of Sale);
5. the Client will have no further access to any course materials, training materials, workbooks, video content, support groups, technical support, training or coaching relating to Services purchased and access to any online platforms, what’s app groups and/or social media groups related to the Services will immediately cease;
6. the Client will cease to use any intellectual property or Trade Marks relating to Ask Harriette Limited and any licences and permissions granted to the Client in relation to the same will immediately terminate;
7. the Client will not use any name, business name, intellectual property or trade marks which are the same as or confusingly similar to the Ask Harriette Limited brand(s);
8. the Client will not represent to any person or generally represent that the Client has any affiliation with Ask Harriette Limited;
9. the Client will not divulge or communicate or use for the benefit of itself or any third party any course materials, training materials, workbooks, video content, support groups, technical support or training or coaching relating Ask Harriette Limited;
10. the Client will return to Us or otherwise dispose of or destroy as We may direct all signs, advertising materials, stationery, invoices, forms, records, data, samples, programmes and electronic images and artwork pertaining to or concerning the Ask Harriette Limited.
11. the Client will immediately cease to deliver and coach Our Licensed System and/or carry out any operations under the Branded Business and shall not hold itself out as Our licensee;
12. the Client will return to Us or otherwise dispose of or destroy as We may direct all signs, advertising materials, stationery, invoices, forms, records, data, samples, programmes and electronic images and artwork pertaining to or concerning the Branded Business or the Licensed System or bearing any of the Trade Marks;
13. in relation to a Licensed Business, immediately cease to access and/or the Client will return to Us all copies of the Workbook, the Training Videos and the Exercise Sheets and any other equipment or materials belonging to Us which may be in your possession and/or under its control; and
14. the Client will take all action and execute all documents that We reasonably require; in particular but not limited to Us notifying the Client to cease using the Trade Marks as is necessary for the purpose for recording the same at the Trade Marks Registry.

    36. Contacting Us, Complaints and Feedback

1. We always welcome feedback from Our Clients and, whilst We always use all reasonable endeavours to ensure that your experience as a Client of Ours is a positive one, We nevertheless want to hear from the Client if the Client has any cause for complaint.
2. All complaints are handled in accordance with Our complaints handling policy and procedure, available from here and here respectively.
3. If the Client wish to complain about any aspect of your dealings with Us, please contact Us at: support@askharriette.co.uk.

   37. How We Use the Client’s Personal Information (Data Protection)

We will only use your personal information as set out in Our Privacy Policy and Cookie Policy available on Our Site.

38. Other Important Terms

1. We may transfer (assign) Our obligations and rights under these General Terms and Conditions of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, the Client will be informed by Us in writing.  The Client’s rights under these General Terms and Conditions of Sale (and the Contract) will not be affected and Our obligations under these General Terms and Conditions of Sale (and the Contract) will be transferred to the third party who will remain bound by them.
2. The Contract is between the Client and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these General Terms and Conditions of Sale.
3. We and the Client agree to treat as confidential all information obtained from the other pursuant to these General Terms and Conditions of Sale and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to these General Terms and Conditions of Sale, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause) or which is trivial or obvious.  Each party shall ensure that its employees are aware of and comply with the provisions of this Clause.  If Ask Harriette shall appoint any sub-contractor then Ask Harriette may disclose confidential information to such sub-contractor subject to such sub-contractor giving the Client an undertaking in similar terms to the provisions of this clause.  The foregoing obligations as to confidentiality shall survive any termination of these General Terms and Conditions of Sale.
4. If any of the provisions of these General Terms and Conditions of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these General Terms and Conditions of Sale.  The remainder of these General Terms and Conditions of Sale shall be valid and enforceable.
5. No failure or delay by Us in exercising any of Our rights under these General Terms and Conditions of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these General Terms and Conditions of Sale means that We will waive any subsequent breach of the same or any other provision.
6. We may revise these General Terms and Conditions of Sale from time to time in response to changes in relevant laws and other regulatory requirements.  If We change these General Terms and Conditions of Sale as they relate to your Subscription, We will give the Client reasonable advance notice of the changes.

   39. Law and Jurisdiction

1. These Terms and Conditions, and the relationship between the Client and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
2. If the Client are a consumer, the Client will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 39.1 above takes away or reduces your rights as a consumer to rely on those provisions.
3. If the Client are a consumer, any dispute, controversy, proceedings or claim between the Client and Us relating to these Terms and Conditions, or the relationship between the Client and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
4. If the Client are a business, any disputes concerning these Terms and Conditions, the relationship between the Client and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the non exclusive jurisdiction of the courts of England & Wales.