Terms & Conditions

1. DEFINITIONS, REFERENCES & INTERPRETATION

"Acceptance Conditions"

has the meaning given in clause 16.2

"Affiliate"

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

"Bribery Laws"

means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption;

"Business Day"

means a day other than a Saturday, Sunday or bank or public holiday [when banks generally are open for non-automated business in England];

“Customer”/ “Consumer”

indicates any individual or legal entity purchasing courses run by or utilising wholelifehealth.uk / a user meeting the criteria as defined by relevant laws and regulations.

"Conditions"

means the Customer’s terms and conditions of purchase set out in this document;

"Controller"

shall have the meaning given to it in the GDPR;

"Data Protection Laws"

Services, including:

(a)
the GDPR;

(b)
the Data Protection Act 2018;

(d)
any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and

(e)
all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding);

"Data Protection Supervisory Authority"

means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the means any regulator, authority or body responsible for administering Data Protection Laws;

"Data Subject"

shall have the meaning given in applicable Data Protection Laws from time to time;

"Deliverables"

means the Goods or Services or both as the case may be;

"Force Majeure"

means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract [including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest;] [interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract;] strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce;

"GDPR"

means the General Data Protection Regulation, Regulation (EU) 2016/679;

"Goods"

means the goods [and related accessories] and other physical material set out in the Order [or understood by the parties to be included in the Goods] and to be supplied by the Supplier to the Customer;

"Intellectual Property Rights"

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a)
whether registered or not

(b)
including any applications to protect or register such rights

(d)
whether vested, contingent or future

(e)
to which the relevant party is or may be entitled, and

(f)
in whichever part of the world existing; "International shall have the meaning given in the applicable Data Protection Laws from Organisation" time to time;

"Location"

means the address[(es)] for delivery of the Goods and performance of the Services as set out in the Order;

"Modern Slavery Policy"

means the Customer’s anti-slavery and human trafficking policy in force and notified to the Supplier from time to time;

"MSA Offence"

has the meaning given in clause 22.1;

"Order"

means the Customer’s order for the Deliverables as set out in the Customer’s order form;

"Personal Data"

shall have the meaning given in the applicable Data Protection Laws from time to time;

"Personal Data Breach"

shall have the meaning given in the applicable Data Protection Laws from time to time;

"Price"

has the meaning given in clause 4;

"processing"

has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including "process",

"processing", "processed," and "processes"

shall be construed accordingly);

"Processor"

shall have the meaning given in applicable Data Protection Laws from time to time;

"Protected Data"

means Personal Data received from or on behalf of the Customer, or otherwise obtained in connection with the performance of the Supplier’s obligations under this Contract;

"Services"

means the services set out in the Order [or understood by the parties to be included in the Services] and to be supplied by the Supplier to the Customer;

"Specification"

means the description or specification of the Deliverables set out or referred to in the Order; and

"Supplier"

means the person who sells the Deliverables to the Customer and whose details are set out in the Order;

"Supplier Personnel"

means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

1.2.

In these Conditions, unless the context otherwise requires:

1.2.1.

a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2.

any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.3.

a reference to a ‘party’ means either the Supplier or the Customer and includes that party's personal representatives, successors and permitted assigns;

1.2.4.

a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5.

a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6.

a reference to a gender includes each other gender;

1.2.7.

words in the singular include the plural and vice versa;

1.2.8.

any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9.

a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form [excluding email]

1.2.10.

[without prejudice to the provisions of clause 25, ]a reference to legislation is a reference to that legislation as [in force at the date of the Contract OR amended, extended, re enacted or consolidated from time to time [except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract]];

1.2.11.

a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. APPLICATION OF THESE CONDITIONS

2.1.

Unless stated otherwise, the terms of use outlined below are relevant when utilising wholelifehealth.uk and courses delivered by wholelifehealth.uk. By accessing wholelifehealth.uk and courses delivered by wholelifehealth.uk, users affirm they meet the criteria that they are consumers.

2.2.

These Conditions apply to and form part of the Contract between wholelifehealth.uk and the Customer. They supersede any previously issued terms and conditions of purchase or supply. The Customer must read this document carefully.

2.3.

No terms or conditions endorsed on, delivered with, or contained in wholelifehealth.uk quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Customer otherwise agrees [in writing].

2.4.

No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.

2.5.

Each Order by the Customer to wholelifehealth.uk shall be an offer to purchase Deliverables subject to these Conditions.

2.6.

Acceptance of an Order by wholelifehealth.uk shall take place when it is expressly accepted or by any other conduct of wholelifehealth.ukwhich the Customer reasonably considers is consistent with acceptance of the Order.

2.7.

When registering, the Customer agrees to assume full responsibility for all activities conducted under their own username and password.

2.8.

Therefore to access the service provided by wholelifehealth.uk, the customer must first register and create an account with wholelifehealth.uk, providing necessary data/information completely and accurately. Failure to complete this will result in unavailability of the service.

2.9.

The Customer is accountable for safeguarding their own login credentials & ensuring their confidentiality. The Customer takes responsibility for any activity that takes place under their user name and password.

2.10.

Customers must clearly & promptly notify Freya Mahal if they expect a breach, unauthorised disclosure or theft of their personal information in relation to their account with wholelifehealth.uk.

2.11.

If a customer wishes to terminate their account at any time, they are simply required to contact Freya Mahal via
email: [email protected]

2.12.

The Customer’s account can be deleted or suspended at any point, without prior notice by Freya Mahal. This is down to her discretion & does not give the Customer the right to make claims for damages, compensation or loss. In this event, if the Customer still owes any monies, they are not exempt from paying such fees.

3. CONTENT

3.1.

All content accessible on wholelifehealth.uk is owned by Jake Mahal. Jake Mahal endeavours to ensure that the content provided on wholelifehealth.uk does not violate any applicable legal provisions or third-party rights to the best of her ability. However, achieving such a result may not always be feasible. The Customer is encouraged to report any related complaints by contacting Jake Mahal.

3.2.

Jake Mahal has intellectual property rights on all content of wholelifehealth.uk

3.3.

The Customer may download and stream content available on wholelifehealth.uk for personal use and non commercial use, maintaining the copyright attributions and so long as any relevant statutory limitation or exception to copyright will remain unaffected.

3.4.

The Customer has access to links to third parties through
wholelifehealth.uk. Jake Mahal takes no responsibility for their content or the availability of that content. The terms and conditions governing any resources supplied by third parties are determined by the terms and conditions of each respective third party. If they do not provide such terms and conditions, applicable statutory law prevails.

3.5.

Jake Mahal retains the right to safeguard her legitimate interests by taking necessary actions, including denying Customers access to classes put on by wholelifehealth.uk, terminating contracts, and reporting any misconduct carried out through wholelifehealth.uk or the Service to relevant authorities—such as judicial or administrative bodies—whenever customers engage in or are suspected of engaging in Violating laws, regulations, and/or these Terms, Infringing upon third-party rights; Significantly jeopardising Jake Mahal’s legitimate interests; Offending Jake Mahal or any third party.

3.6.

Users have the option to access their data concerning wholelifehealth.uk through the Application Programme Interface (API). However, any use of the API, and/or the APP whether directly or through a third-party product/service accessing wholelifehealth.uk , is subject to these Terms and, additionally, to the following specific conditions: the Customer acknowledges and agrees that Jake Mahal shall not be liable for damages or losses as a result of the customers utilisation of the API or APP or their use of third party products and services through the API or APP as Jake Mahal assumes no responsibility for these.

4. PRICE

4.1.

The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with wholelifehealth.uk scale of charges as advised by wholelifehealth.uk and received and acknowledged by the Customer before the date the Order is made ("Price"). No increase in the Price may be made after the Order is placed. However wholelifehealth.uk reserve the right to change prices, descriptions & availability without prior warning. Products and services described on the website are for illustrative purposes only and do not imply any warranty regarding the attributes of the purchased Product/ service. Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.

4.2.

Jake Mahal retains the option to provide discounts or special promotions for purchasing Products or Services, always subject to specific eligibility criteria and terms and conditions detailed in the corresponding section of wholelifehealth.uk. These offers & discounts are at the discretion of Freya Mahal. Any recurrent or repeated offers or discounts do not entitle the customer to use them more than once. Some discounts and offers may have a limited duration or expiry date or only be used while stocks last. Any time limits pertain to the time zone Freya Mahal is in ie GMT, unless specifically specified otherwise.

4.3.

Gift vouchers are only valid within the time frame specified at the time of purchase and remain subject to availability when applied. Following expiry, they are invalid. Gift vouchers cannot be used more than once or partially used. They are for single use only. Gift vouchers cannot be exchanged for a form of compensation, cash, credit or a refund. The Gift Voucher cannot be reproduced or replicated. Counterfeit Gift Vouchers are deemed null and void.

5. PAYMENT

5.1.

When purchasing products/services the customer must use wholelifehealth.uk or associated apps and software used by wholelifehealth.uk.

5.2.

Time of payment is not of the essence. Where sums due under the Contract are not paid in full by the due date, to compensate wholelifehealth.uk for all loss from the Customer’s breach, the Customer shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of 5% per annum. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

5.3.

The Customer will be made aware throughout the purchasing process and before order goes through, about any fees, taxes and costs (including, delivery costs and or travel costs, if required) that they will be charged. These are all displayed clearly on wholelifehealth.uk.

5.4.

Certain methods of payment are subject to additional fees and conditions beyond the control of Jake Mahal. Jake Mahal may collect and store necessary data to enable her to process your payment and therefore your order. The Customer can view our privacy policy to understand their rights and the way data is processed. If third party services are used to take payment, Jake Mahal collects no payment information eg credit card information. She will however be notified that the payment has been approved & successful.

5.5.

A failed order means that Freya Mahal has no duty or responsibility to process the order. Jake Mahal retains the right to claim damages and/or expenses from the customer.

5.6.

The purchase price of certain products/services can be settled through multiple instalments and can be discussed with Jake Mahal. Not all products/ services are eligible for this payment structure. Failure to meet payment deadlines result in the immediate requirement to pay the entire outstanding amount and a 5% late fee can be added to the remaining monies owed.

5.7.

It is only after the remaining monies are settled and received by Jake Mahal that products ordered become property of the Customer and/or Services become available. If the total price has not been received by Jake Mahal, Customers do not acquire any rights to attend classes or use any Product purchased.

6. DOWNLOADS

6.1.

All digital content bought via wholelifehealth.uk is delivered through download to the device(s) selected by the Customer. The device the Customer chooses to use to download should be current and Jake Mahal is not responsible for it not displaying well if an outdated model is used. Customers should be aware and accept that there may be restrictions in download availability from time to time due to software updates and other unforeseen situations.

6.2.

The timeframe that any purchased service is made clear at wholelifehealth.uk. Customers may contact Jake Mahal for further clarification. This timeframe is only extended at the discretion of Jake Mahal.

6.3. CANCELLATION

6.4.

The Customer shall have the right to cancel the Order for the Deliverables or for any part of the Deliverables which have not yet been, in the case of Goods, delivered to, and in the case of Services, performed for, the Customer.

6.5.

In relation to any Order cancelled or part-cancelled under clause 6.4 the Customer shall pay for:

6.5.1.

in respect of any Goods, that part of the price which relates to the Goods which at the time of cancellation have been delivered to the Customer; and

6.5.2.

in respect of any Goods, the costs of materials which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to wholelifehealth.uksupplier of those materials for a refund; and

6.5.3.

Notification Period: Cancellations must be made in writing and received by wholelifehealth.uk. A minimum notification period of one calendar month is required for all cancellations.

6.5.4.

If cancellation notice is provided one calendar month or more before the scheduled start date, a 25% deposit will be retained by/owed to ExpectingClasses. The remaining balance will be refunded to the client.

6.5.5.

If cancellation notice is provided less than one calendar month before the scheduled start date, the full payment is still owed to wholelifehealth.uk. No refunds will be issued for cancellations made within this timeframe.

6.5.6.

ExpectingClasses reserves the right to waive cancellation fees or alter terms under extenuating circumstances, subject to discretion.

6.5.7.

Clients may request to transfer their booking to another individual subject to availability and agreement by wholelifehealth.uk. Any additional costs incurred due to rescheduling or transfer will be the responsibility of the client.

6.5.8.

Non-attendance without prior notification will result in the forfeiture of the full payment.

6.5.9.

It is the responsibility of the client to ensure that their cancellation notice is received by wholelifehealth.uk within the specified notification period.

6.5.10.

Refunds, if applicable, will be processed within a reasonable time frame following the receipt of cancellation notice.

6.5.11.

By booking our services, clients acknowledge and agree to these cancellation terms and conditions.

7. SUBSCRIPTIONS

7.1.

Subscription Plan: By subscribing to our monthly subscription service, you agree to pay the specified monthly fee for access to our services.

7.2.

Billing and Payments: Your subscription will automatically renew each month unless cancelled. You authorise us to charge your provided payment method for the monthly subscription fee.

7.3.

Cancellation: You may cancel your subscription at any time. Cancellations must be made before the renewal date to avoid being charged for the next billing cycle.

7.4.

Refunds: Monthly subscription fees are non-refundable. Cancellations will take effect at the end of the current billing cycle, and you will retain access to the service until then.

7.5.

Account Responsibility: You are responsible for maintaining the security of your account credentials and ensuring that your account information is accurate and up to date.

7.6.

Changes to Terms: We reserve the right to modify these terms and conditions at any time. Any changes will be communicated to you and will take effect immediately for new subscribers.

7.7.

Termination: We reserve the right to terminate or suspend your subscription at any time for violation of these terms or for any other reason at our discretion.

7.8.

Usage Restrictions: Your subscription is for personal use only and may not be shared or resold to others.

7.9.

Availability: We strive to provide uninterrupted access to our services, but we cannot guarantee that the service will be available at all times. We are not liable for any interruptions or downtime.

8. INDEMNIFICATION

8.1.

By using our service, you agree to indemnify and hold harmless wholelifehealth.uk and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including but not limited to lawyer’s fees) arising out of or related to: a. Your use of the service. b. Your violation of these terms and conditions. c. Your violation of any rights of any third party. d. Any content you submit, post, transmit, or make available through the service. e. Any other act or omission by you that results in liability to wholelifehealth.uk.

8.2.

Notification: You agree to promptly notify Jake Mahal of any claim or demand for indemnification, and wholelifehealth.uk reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you.

8.3.

Cooperation: You agree to cooperate fully with wholelifehealth.uk in the defence of any claim that is subject to indemnification under these terms and conditions.

8.4.

No Waiver: The failure of wholelifehealth.uk to enforce any provision of these terms and conditions shall not be deemed a waiver of its right to do so later.

9. LIABILITY LIMITATIONS

9.1.

Unless explicitly stated otherwise and subject to applicable statutory product liability provisions, Customers shall not have the right to seek damages against Freya Mahal (or any individual or entity acting on her behalf or acting as part of the Expecting team at wholelifehealth.uk).

9.2.

Exceptions to this provision include damages to life, health, or physical well-being, damages resulting from the breach of a fundamental contractual obligation (such as obligations essential for fulfilling the contract's purpose), and damages resulting from intentional or grossly negligent acts, provided that wholelifehealth.uk has been used appropriately and correctly by the Customer.

9.3.

Unless damages are caused intentionally or through gross negligence, or they affect life, health, or physical well-being, Jake Mahal’s liability is limited to typical and foreseeable damages at the time the contract was established.

9.4.

In particular, within the aforementioned limits, Jake Mahal is not liable for: Losses not directly resulting from a breach of the Terms by the Owner. Business opportunities lost and any other indirect losses incurred by the Customer (including, but not limited to, trading losses, loss of revenue, income, profits, anticipated savings, contracts, business relationships, reputation, or goodwill). Damages or losses resulting from interruptions or malfunctions of wholelifehealth.uk due to force majeure, unforeseen and unforeseeable events beyond Jake Mahal’s control (such as failures or disruptions of telephone or electrical lines, the Internet, or other transmission means, website unavailability, strikes, natural disasters, viruses, cyber attacks, interruptions in product delivery, third-party services, or applications).

10. USA

10.1.

Geographic Limitation: wholelifehealth.uk does not provide services to clients located in the United States of America ("USA") due to lack of insurance coverage in that jurisdiction.

10.2.

Customer Eligibility: By accessing our services, you affirm that you are not located in the USA and that you will not attempt to access our services from within the USA.

10.3.

No Liability: wholelifehealth.uk shall not be held liable for any consequences arising from individuals or entities located in the USA attempting to access or use our services despite the geographic limitation specified herein.

11. WAIVER

11.1.

No failure, delay or omission by the Customer in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

11.2.

No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Customer shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Customer.

11.3.

A waiver of any term, provision, condition or breach of the Contract by the Customer shall only be effective if given in writing and signed by the Customer, and then only in the instance and for the purpose for which it is given.

12. SERVICE INTERRUPTION

12.1.

In order to maintain the highest service standards, Jake Mahal reserves the right to temporarily suspend the Service for maintenance, system updates, or any necessary modifications, with appropriate notification to Customers.

12.2.

Within legal constraints, Jake Mahal may also opt to suspend or terminate the Service entirely. In the event of service termination, Jake Mahal will collaborate with Customers to facilitate the retrieval of Personal Data or information and will honour Customers rights concerning continued product usage and/or compensation, in accordance with applicable laws.

12.3.

Furthermore, the Service may be unavailable due to circumstances beyond Freya Mahal’s reasonable control, such as "force majeure" events (e.g., infrastructure breakdowns, power outages, etc.).

12.4.

Service distribution : Customers are prohibited from reproducing, duplicating, copying, selling, or exploiting any part of wholelifehealth.uk and its Service without Jake Mahal’s explicit prior written consent, obtained either directly or through an authorised reselling programme.

13. INTELLECTUAL PROPERTY RIGHTS

13.1.

Ownership: All intellectual property rights related to wholelifehealth.uk and its contents (including but not limited to text, graphics, logos, images, audio clips, digital downloads, and software) are owned by Jake Mahal or its licensors.

13.2.

License: Customers are granted a limited, non-exclusive, non-transferable license to access and use wholelifehealth.uk and its contents for personal and non-commercial purposes only. This license does not grant any rights to modify, reproduce, distribute, display, or create derivative works based on the content of wholelifehealth.uk without the express written consent of Jake Mahal.

13.3.

Trademarks: All trademarks, service marks, and logos displayed on wholelifehealth.uk are the property of Jake Mahal. Users are prohibited from using any trademarks, service marks, or logos without the prior written consent of Freya Mahal.

13.4. Copyright Infringement: Jake Mahal respects the intellectual property rights of others and expects Customers to do the same. If Customers believe that their copyright has been infringed upon, they may submit a notice of copyright infringement to Jake Mahal in accordance with applicable laws.

13.5.

User Generated Content: Customers may be permitted to submit user-generated content (such as reviews, comments, or other materials) to wholelifehealth.uk. By submitting user-generated content, Customers grant Freya Mahal a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

13.6.

Termination: The license granted to Customers to access and use wholelifehealth.uk and its contents may be terminated by the Owner at any time without notice if Customers violate these terms and conditions.

14. CHANGES TO THE TERMS AND CONDITIONS

14.1.

Jake Mahal retains the right to amend or adjust these Terms at any time. In such instances, Jake Mahal will duly notify the Customer of these alterations.

14.2.

These changes will solely impact the Customer’s relationship from the communicated date onwards. By continuing to use the Service after this notification, the Customer indicates acceptance of the updated Terms. Should Customers choose not to be bound by these changes, they must discontinue using the Service and may terminate the Agreement.

14.3.

Any prior version applicable will govern the relationship before the Customer’s acceptance. Customers can request previous versions from Jake Mahal.

14.4.

If legally mandated, Jake Mahal will provide advance notice to Customers regarding the effective date of the modified Terms.

14.5.

Customers are prohibited from assigning or transferring their rights or obligations under these Terms in any manner without obtaining written permission from Jake Mahal.

14.6.

Should any clause within these Terms be deemed invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity of the remaining clauses. Those remaining shall remain fully effective and binding.

14.7.

As Jake Mahal is based in England, these terms and conditions are regulated by the law of England, without regard to conflict of principles of law.

14.8.

However, to caveat this, if the law of the country that the Customer is located in, contains a higher applicable consumer protection standard, such higher standards will always prevail.

14.9.

Exception for European Consumers; The above provision does not apply to Customers classified as European Consumers, nor to Consumers residing in the United Kingdom, Switzerland, Norway, or Iceland.

14.10.

UK Consumers; Consumers residing in England and Wales may initiate legal proceedings regarding these Terms in the courts of England and Wales. Consumers residing in Scotland may initiate legal proceedings regarding these Terms in either the Scottish or English courts. Consumers residing in Northern Ireland may initiate legal proceedings regarding these Terms in either the Northern Irish or English courts.

15. DELIVERY AND PERFORMANCE

15.1.

The Goods/services shall be delivered by wholelifehealth.uk to/at the Location on the date(s) specified in the Order.

16. ACCEPTANCE, REJECTION AND INSPECTION

16.1.

The Customer shall not have accepted, or be deemed to have accepted, the Deliverables until the Acceptance Conditions are fulfilled.

16.2.

The "Acceptance Conditions" are that:

16.2.1.

for Goods, the Goods have been delivered to or at the Location;

16.2.2.

for Services, the Services have been performed at the Location.

17. DISPUTE RESOLUTION - AMICABLE

17.1.

Attempt at Amicable Resolution: In the event of any dispute arising from or relating to these Terms, the parties agree to attempt to resolve the dispute amicably through informal negotiations.

17.2.

Mediation: If the dispute cannot be resolved through informal negotiations, the parties agree to submit the dispute to mediation. The mediation shall be conducted by a neutral third party mediator mutually agreed upon by the parties.

17.3.

Binding Nature: The parties agree that any resolution reached through mediation shall be binding upon them.

17.4.

Legal Action: If the dispute cannot be resolved through mediation, the parties may pursue any legal remedies available to them.

18. DISPUTE RESOLUTION - ONLINE

18.1.

Online Dispute Resolution Platform: The European Commission has established an online platform for alternative dispute resolution ("ODR Platform") to facilitate the resolution of disputes arising from online sales and service contracts.

18.2.

Scope: These terms and conditions apply to any disputes between wholelifehealth.uk and consumers who are European Consumers or consumers based in Norway, Iceland, or Liechtenstein.

18.3.

Submission of Complaint: Consumers may submit their complaint through the ODR Platform, providing all necessary information and documentation.

18.4.

Mediation: Upon submission of the complaint, the ODR Platform will facilitate communication between the parties and may offer mediation services to help resolve the dispute.

18.5.

Binding Nature: Any resolution reached through the ODR Platform shall be binding upon both wholelifehealth.uk and the Customer.

18.6.

Legal Action: The use of the ODR Platform does not preclude either party from pursuing legal remedies through the courts.

19. TITLE AND RISK

19.1.

Risk in the Goods shall pass to the Customer on delivery.

19.2.

Title to the Goods shall pass to the Customer on the sooner of: (a) payment by the Customer for the Goods; or (b) delivery of the Goods to the Customer.

19.3.

The passing of title shall not prejudice any other of the Customer’s rights and remedies, including its right to reject.

20. ANTI-SLAVERY

20.1.

The Supplier undertakes, warrants and represents that:

20.1.1.

neither the Supplier nor any of its officers, employees, agents or subcontractors has: (a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c)
is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

20.1.2.

it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

20.1.3.

it shall notify the Customer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or sub-contractors have breached or potentially breached any of the Supplier’s obligations under clause 11.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.

20.2.

Any breach of clause 20.1 by the Supplier shall be deemed a material breach of the Contract and shall entitle the Customer to terminate the Contract with immediate effect.

21. INDEMNITY AND INSURANCE

21.1.

wholelifehealth.uk shall indemnify, and keep indemnified, the Customer from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Customer as a result of or in connection with wholelifehealth.uk breach of any of wholelifehealth.uk obligations under the Contract.

21.2.

wholelifehealth.uk shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom insuring the Deliverables and any of the Customer’s materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to the Customer, and insuring against all other risks that a prudent supplier should consider reasonable. On request, wholelifehealth.uk shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. wholelifehealth.uk shall on request assign to the Customer the benefit of such insurance.

22. CONFIDENTIALITY AND ANNOUNCEMENTS

22.1.

Jake Mahal shall keep confidential all Confidential Information of the Customer [and of any Affiliate of the Customer] and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

22.1.1.

subject to clause 22.4, any information which was in the public domain at the date of the Contract;

22.1.2.

subject to clause 22.4, any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

22.1.3.

subject to clause 22.4, any information which is independently developed by Jake Mahal without using information supplied by the Customer [or by any Affiliate of the Customer]; or

22.1.4.

any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

22.2.

This clause shall remain in force in perpetuity.

22.3.

Subject to clause 22.4 Jake Mahal shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

22.4.

To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of clause 23.

23. PROCESSING OF PERSONAL DATA

23.1.

|[Unless otherwise expressly stated in this Contract:]

23.1.1.

this clause 23 shall prevail over any other provision of this Contract in the event of any conflict.

23.2.

The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to this Contract. The Supplier shall, and shall ensure its Sub-Processors and each of the Supplier Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services [and shall not by any act or omission cause the Customer (or any other person) to be in breach of any of the Data Protection Laws]. Nothing in this Contract relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.

23.3.

The Supplier shall indemnify and keep indemnified the Customer against:

23.3.1.

all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Supplier of its obligations under this clause 17; and

23.3.2.

all amounts paid or payable by the Customer to a third party which would not have been paid or payable if the Supplier’s breach of this clause 17 had not occurred.

23.4.

The Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with clause

23, this Contract and the Customer’s written instructions from time to time (including when making any transfer to which clause 23.9 relates) except where otherwise required by applicable law (and in such a case shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform the Customer if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.

23.5.

The Supplier shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Part 3 of schedule 1 and shall reflect the nature of the Protected Data.

23.6.

The Supplier shall:

23.6.1.

not permit any processing of Protected Data by any agent, subcontractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that Sub-Processor by the Customer and only then subject to such conditions as the Customer may require;

23.6.2.

ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services;

23.6.3.

prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this clause 23 in respect of Protected Data that (without prejudice to, or limitation of, the above):

(a)
includes providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of the Protected

Data will meet the requirements of all Data Protection Laws; and

(b)
is enforceable by the Supplier,

and ensure each such Sub-Processor complies with all such obligations.

23.6.4.

remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own; and

23.6.5.

ensure that all persons authorised by the Supplier or any Sub-Processor to process Protected Data are reliable and:

(a)
adequately trained on compliance with this clause 23 as applicable to the processing;

(b)
informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;

(d)
provide relevant details and a copy of each agreement with a Sub-Processor to the Customer on request.

23.7.

The Supplier shall (at its own cost and expense):

23.7.1.

promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Customer may require in relation to the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and

23.7.2.

provide such information, co-operation and other assistance to the Customer as the Customer [reasonably] requires (taking into account the nature of processing and the information available to the Supplier) to ensure compliance with the Customer’s obligations under Data Protection Laws, including with respect to:

(a)
security of processing;

(b)
data protection impact assessments (as such term is defined in Data Protection Laws);

(d)
any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party's obligations under Data Protection Laws relevant to this Contract, including (subject in each case to the Customer’s prior written authorisation) regarding any notification of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects.

23.8.

The Supplier shall (at no cost to the Customer) record and refer all requests and communications received from Data Subjects or any Supervisory Authority to the Customer which relate (or which may relate) to any Protected Data promptly (and in any event within five days of receipt) and shall

not respond to any without the Customer’s express written approval and strictly in accordance with the Customer’s instructions unless and to the extent required by law.

23.9.

The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Customer (which may be refused or granted subject to such conditions as the Customer deems necessary).

23.10.

This clause 23 shall survive termination or expiry of this Contract for any reason. 23.11. The Supplier shall perform all its obligations under this clause 23 at no cost to the Customer.

24. FORCE MAJEURE

24.1.

A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

24.1.1.

promptly notifies the other of the Force Majeure event and its expected duration; and 24.1.2. uses best endeavours to minimise the effects of that event.

24.2.

If, due to Force Majeure, a party:

24.2.1.

is or shall be unable to perform a material obligation; or

24.2.2.

is delayed in or prevented from performing its obligations for a [continuous period exceeding 30 days or a total of more than 60 days in any consecutive period of 80 days;

the other party may, within 60 days, terminate the Contract on immediate notice the parties shall, within 60 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

25. NOTICES

25.1.

Any notice or other communication given by a party under these Conditions shall: 25.1.1. be in writing and in English;

25.1.2.

be signed by, or on behalf of, the party giving it and

25.1.3.

be sent to the relevant party at the address set out in the Contract

25.2.

Notices may be given, and are deemed received:

25.2.1.

by hand: on receipt of a signature at the time of delivery;

25.2.2.

by Royal Mail/ Courier Recorded Signed For post: at 9.00 am on the second Business Day after posting;

25.3.

Any change to the contact details of a party as set out in the Contract shall be notified to the other party and shall be effective:

25.3.1.

on the date specified in the notice as being the date of such change; or

25.3.2.

if no date is so specified, two Business Days after the notice is deemed to be received. 25.4. All references to time are to the local time at the place of deemed receipt. 25.5. This clause does not apply to notices given in legal proceedings or arbitration. 25.6. A notice given under these Conditions is not validly served if sent by email

26. CUMULATIVE REMEDIES

The rights and remedies provided in the Contract for the Customer only are cumulative and not exclusive of any rights and remedies provided by law.

27. ENTIRE AGREEMENT

27.1.

The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

27.2.

Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract [or any documents entered into pursuant to it]. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

27.3.

Nothing in these Conditions purports to limit or exclude any liability for fraud. 28. VARIATION

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Customer.

29. COMPLIANCE WITH LAW

Jake Mahal shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract. Freya Mahal shall not be liable for any breach of this clause 33 to the extent that such breach is directly caused or contributed to by any breach of this Contract by the Customer (or its employees, agents and representatives).

30. CONFLICTS WITHIN CONTRACT

30.1.

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.

30.2.

Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

31. THIRD PARTY RIGHTS

31.1.

Except as expressly provided, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

31.2.

Any Affiliate of the Customer shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

32. GOVERNING LAW

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

33. JURISDICTION

The parties irrevocably agree that the courts of England and Wales shall have [exclusive OR non exclusive] jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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