1. THESE TERMS

1.1. What these terms cover. These are the terms and conditions (“Coaching Agreement”) on which we supply our services to you.

1.2. Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide our services to you, how you and we may change or end the Coaching Agreement, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

1.3. These terms may change. We may review, amend and update these terms from time to time. You should review these terms before you place a new order. These terms were last updated on 23 December 2021.

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2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1. Who we are. We are Vicky Vortex Limited, a company registered in England and Wales. Our company registration number is 13563073.

2.2. How to contact us: You can contact us by telephone on +44 7576142255 or by email: transform@vickyvortex.com

2.3. How we may contact you: If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4. “Writing” includes emails. When we use the words “writing” or “written” in this Coaching Agreement, this includes emails.

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3. DEFINITIONS AND INTERPRETATION

3.0. “Us” means Vicky Vortex Ltd., a company registered in England and Wales. It does not refer to its Directors, Coaches, Staff, Contractors, Accountants or Agents personally in any way, but refers to Vicky Vortex Ltd., a limited liability company.

3.1. “Coaching Session” means a conversation taking place between the Client and Coach in person, and/or via the telephone, voice-over-IP, video conferencing and/or instant messenger, and will last for a minimum of 50 minutes (unless otherwise agreed by the Parties), with up to 10 minutes to wind up the conversation and agree next actions until the next Coaching Session (where applicable).

3.2. “Services” means the Coaching Sessions the Coach will provide to the Client primarily via zoom sessions, face-to-face in-person meetings, phone calls, voice-over-IP services (such as Skype or WhatsApp) or instant messenger.

3.3. “Term” means the period of time this Coaching Agreement will last and shall begin on the date set out at the beginning of the Coaching Agreement and will continue indefinitely until terminated.

3.4. “Fee” and “Agreed Fee” means the consideration you supply us in return for the Services which, unless otherwise agreed, the Client will pay to the Coach in full an Agreed Fee per Coaching Session on the terms set out in clause 12 of the Agreement. In consideration of the Services, an Agreed Fee between the Parties is a fee in writing in which both parties agree is a fair price for the Services to be rendered. This will be provided by the Coach in writing in advance of the Client receiving the Services.

3.5. “Booked Coaching Session” means a Coaching Session is scheduled in the Coach’s calendar as agreed with the Client (verbally or written) by way of the Calendly booking system, Google Calendar invite, or in writing.

3.6. “Parties” means both the Coach and the Client collectively.

3.7. “Client” and “you” means the person receiving the Services. In the case of a person who is under the age of 18 years old to receive the Services, the Parent or Legal Guardian of that person.

3.8. “Agreed Time Frame” means an agreed length of time in writing that the Services will be delivered by the Coach to the Client. Thereafter, the Services shall be deemed delivered and finished regardless of whether or not all sessions have been used.

3.9. “Cooling-Off Period” means the legal right under consumer protection legislation and regulation you have for most services bought online to change your mind within 14 days and receive a full refund for services paid for but not used.

3.10. “The Coach’s Supervisor“ means another coach or psychology, nutrition, personal training professional that provides supervision to the Coach in respect of the Services that the Coach delivers to clients.

3.11. “Order Form“ means an email sent to you from us regarding payment of the Services, or an electronic form that facilitates the payment of the Services.

3.12. “Session Allowance“ means how many coaching sessions you are entitled to receive in respect of the Services paid for.

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4. OUR COACHING AGREEMENT WITH YOU

4.1. How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract (i.e. the Coaching Agreement) will come into existence between you and us.

4.2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the order. This may be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the service or because we are unable to meet a deadline you have specified.

4.3. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4.4. You may purchase Coaching Sessions internationally as long as you hereby agree that the services are provided from and marketed from the UK.

4.5 You may book a preliminary package of coaching sessions on line and in this case, you are still required to accept the coaching contract and abide by our terms of use. Failure to do so will result in a full refund less any administrative costs.

 

5. YOUR RIGHTS TO MAKE CHANGES

If you wish to make a change to the Services you have ordered, you should contact us and we will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Coaching Agreement (see Clause 8).

 

6. OUR RIGHTS TO MAKE CHANGES

6.1. Minor changes to the Services. We may change the Services:

(a) to reflect changes in relevant laws and regulatory requirements; and

(b) to implement minor technical adjustments and improvements, for example to address a security threat.

6.2. More significant changes to the services and this Coaching Agreement. In addition, as we informed you in the description of the Services on our website, we may make the more significant changes to this Coaching Agreement or the Services, but if we do so we will notify you and you may then contact us to end the Coaching Agreement before the changes take effect.

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7. PROVIDING THE SERVICES

7.1. We will begin the Services on the date set out in the order. The estimated completion date for the Services is as told to you during the order process.

7.2. We will supply the Services to you until either the Services are completed, or the subscription expires (if applicable) or you end the Coaching Agreement or we end the Coaching Agreement by written notice to you as described in Clause 8.

7.3. If our supply of the Services is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Coaching Agreement and receive a refund for any Services you have paid for but not received.

7.4. If you do not allow us access to your property to perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result.

7.5. If, despite our reasonable efforts, we are unable to contact you we may end the Coaching Agreement.

7.6. We may need certain information from you so that we can supply the Services to you, for example, your name, date of birth, home address, email address and pre-existing medical conditions. If so, this will have been stated in the description of the Services on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Coaching Agreement or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.7. We may have to suspend the supply of the Services to:

(a) deal with technical problems or make minor technical changes;

(b) update the Services to reflect changes in relevant laws and regulatory requirements;

(c) make changes to the Services as requested by you or notified by us to you.

7.8. We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 14 days, we will adjust the price so that you do not pay for services while they are suspended. You may contact us to end the Coaching Agreement for a Service if we suspend it.

7.9. We may also suspend supply of the services if you do not pay. If you do not pay us for the Services when you are supposed to and you still do not make payment within seven (7) days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not charge you for the services during the period for which they are suspended. As well as suspending the Services we can also charge you interest on your overdue payments.

 

8. YOUR RIGHTS TO END THE COACHING AGREEMENT

8.1. You can always end your Coaching Agreement with us. Your rights when you end the Coaching Agreement will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Coaching Agreement:

(a) If what you have bought is defective or misdescribed you may have a legal right to end the Coaching Agreement;

(b) If you want to end the Coaching Agreement because of something we have done or have told you we are going to do;

(c) If you have just changed your mind about the services, see Clause 8.3. You may be able to get a refund if you are within the Cooling-Off Period, but this may be subject to deductions;

(d) In all other cases (if we are not at fault and there is no right to change your mind), see Clause 8.3.

8.2. Ending the Coaching Agreement because of something we have done or are going to do. If you are ending a Coaching Agreement for a reason set out at (a) to (e) below the Coaching Agreement will end immediately and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. The reasons are:

(a) we have told you about an upcoming change to the Services or the Coaching Agreement which you do not agree to;

(b) we have told you about an error in the price or description of the Services you have ordered, and you do not wish to proceed;

(c) there is a risk that supply of the Services may be significantly delayed because of events outside our control;

(d) we have suspended supply of the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than seven (7) days; or

(e) you have a legal right to end the Coaching Agreement because of something we have done wrong.

8.3. Exercising your right to change your mind (Consumer Agreements Regulations 2013). For most services bought online you have a legal right to change your mind within 14 days and receive a full refund for services paid for but not used, which is termed a “Cooling-Off Period”. If you ask us to commence the Services within the Cooling-Off Period, you will lose your right to a full refund if you then ask us to stop providing the Services. In this case, we will deduct for the Services you have provided before making a refund.

 

9. KEY TERMS OF THE COACHING AGREEMENT

9.1. The Fees are payable in full in advance of Coaching Sessions unless otherwise agreed.

9.2. The Fees are non-refundable once the Cooling-Off Period has expired.

9.3. You shall provide us 48 hours’ notice to reschedule or cancel a booked Coaching Session or you will be charged for the Coaching Session and the Coaching Session will still be taken out of your Session Allowance.

9.4. You understand that the life and health coaching services are not a replacement for emotional counselling, psychotherapy, medical or psychiatric treatment. You also understand that the role of the Integrative Life and Health Coach is not to prescribe or assess micro- and macronutrient levels; provide health care, medical or nutrition therapy services; or to diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Rather, the Coach is a mentor and guide who has been trained in Integrative health coaching to help clients reach their own health goals by helping clients devise and implement positive, sustainable lifestyle changes. You understand that the Coach is not acting in the capacity of a doctor, licensed dietician-nutritionist, psychologist or other licensed or registered professional, and that any advice given by the Coach is not meant to take the place of advice by these professionals. If the Client is under the care of a health care professional or currently uses prescription medications, the Client should discuss any dietary changes or potential dietary supplements use with his or her doctor, and should not discontinue any prescription medications without first consulting his or her doctor. The Client has chosen to work with the coach and understands that the information received should not be seen as medical or nursing advice and is not meant to take the place of seeing licensed health professionals.

9.5. You may stop the Services at any time (in which case, no refund will be provided unless within the Cooling-Off Period).

9.6. The results of the Service vary between customers and we do not guarantee, warrant nor represent that the Services will achieve any specific result for you.

9.7. You represent and warrant that you, or your child receiving the Services, are psychologically, mentally and physically well enough to receive the Services, and that you will hold the Coach and its directors, agents, partners, secretaries, accountants and associates completely harmless in the event of any medical or psychological conditions being triggered or made worse as a result of receiving the Services.

9.8. By agreeing to these terms in writing such as via email or by ticking the box marked “I have read the Coaching Agreement and agree to the terms and conditions” and clicking the “Schedule Event” or “submit” button, you agree to be bound by the terms of this Coaching Agreement. By accepting a coaching session with the Coach, you also agree to be bound to the terms of this Coaching Agreement. If you do not agree to the terms of this Coaching Agreement, you shall immediately cease usage of the Services and this website.

9.9. You represent and warrant that you are at least 18 years of age, and that you have legal authority to agree to this Coaching Agreement.

9.10. You represent and warrant that you are psychologically well enough to do so and will not hold the Coach liable for any pre-existing medical or psychological health problems, and you hereby receive the Services solely at your own risk.

9.11. Any session allowance must be used within 365 days (1 year) of the date the Services have been ordered (unless stated in writing), otherwise you agree to forfeit your right to these remaining sessions.

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10. THE TERM

10.1. The Client engages the Coach to provide the Services in accordance with this Coaching Agreement.

10.2. This Coaching Agreement will commence on the date of the first Order Form and will continue until terminated by the parties or in accordance with another provision of this Agreement.

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11. COACH’S RESPONSIBILITIES

11.1. During this Coaching Agreement, the Coach shall:

(a) provide the Services carefully and skilfully as best he can and do his best to promote the Client’s interests;

(b) provide the Services unless prevented by illness or injury;

(c) tell the Client as soon as he reasonably can if he is unable to provide the Services because of illness or injury and in any event.

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12. FEES

12.1. The Client will pay the Coach the Fee together with any applicable Value Added Tax (“VAT”) and any applicable taxes, charges, currency conversion or transfer fees that apply, in advance of a Coaching Session.

12.2. Payment of fees by the Client will not affect any of the Client’s claims or rights against the Coach if he does not provide the Services in accordance with this Coaching Agreement.

12.3. Any fees paid by the Client to the Coach are strictly non-refundable (with exception to statutory consumer rights and laws).

 

13. EXPENSES

The Parties shall be solely responsible for their own expenses, which includes telephone, Internet and postage fees, transfer fees and any applicable taxes.

 

14. PRIVACY AND CONFIDENTIAL INFORMATION

14.1. The Coach shall keep any information shared by the Client confidential unless:

(a) the provision of the Services makes it necessary for the Coach to disclose the confidential information to someone in order that they can help the Coach to fulfil the Services (such as to third-party services including but not limited to Calendly scheduling services);

(b) the Client approves its disclosure in writing before the disclosure;

(c) the law requires it to be disclosed;

(d) the information is already public and known by others (but not because the Coach told them);

(e) the Client reveals information that would indicate they are at serious risk of harming themselves or others, in which case the Coach may contact health care or emergency services to intervene;


(f) the Coach needs to discuss in confidence with the Coach’s Supervisor any Services rendered to the Client in order that the Coach can fulfil the Services skilfully in accordance with Section 11.1a.

14.2. The Client agrees that the Coach may use and share an anonymised version of Confidential Information provided by the Client during the course of the Services for the purpose of case studies, success stories, marketing, client acquisition and sales, so long as the Client’s name and identity is not disclosed.

14.3. The Coach may not disclose the full name of the Client unless the Client authorises the Coach to do so in writing or leaves a public review on the Coach’s website or related social media websites.

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15. INTELLECTUAL PROPERTY

The Parties shall retain any intellectual property created by them unless otherwise agreed in writing. Nothing in this Coaching Agreement shall grant ownership to either Party’s intellectual property.

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16. ENDING THIS COACHING AGREEMENT

16.1. The Parties may end this Agreement by sending notice in writing to the other Party.

16.2. The Coach reserves the right to terminate the relationship immediately with no further obligation to provide the Services if they are the victim of any physical assault, verbal abuse, or any criminal offence (under the laws of England and Wales), committed by the Client.

16.3. The Coach reserves the right to terminate the relationship if the Client repeatedly books sessions with the Coach and does not attend them, or repeatedly cancels with less than 48 hours’ notice before the Booked Coaching Sessions.

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17. RESPONSIBILITIES UPON TERMINATION

17.1. On termination of this Coaching Agreement the Coach shall uphold Clause 12.

17.2. Even after this Coaching Agreement is terminated, any fees paid to the Coach by the Client shall remain non-refundable (unless otherwise mandated by statutory laws).

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18. CLIENT’S RESPONSIBILITIES

18.1. The Client assumes all and sole responsibility for their actions, decisions and choices reached during and after Coaching Sessions with the Coach.

18.2. The Client agrees and understands that coaching is a relationship they have with the Coach and is designed to facilitate the development of personal and professional goals and develop a plan/strategy for achieving those goals.

18.3. The Client agrees and understands that ‘coaching’ is a comprehensive process, which may involve all areas of their life including work, family, health, relationships, education, recreation and spirituality, and the Client acknowledges that deciding how they manage these areas of their life is their sole responsibility.

The Client acknowledges that the Client takes full responsibility for the Client’s life and well-being, as well as the lives and well-being of the Client’s family and children (where applicable), and all decisions made during and after this program. The Client expressly assumes the risks of the Program, including the risks of trying new foods
or supplements, and the risks inherent in making lifestyle changes. The Client releases the Coach from any and all liability, damages, causes of action, allegations, suits, sums of money, claims and demands whatsoever, in law or equity, which the Client ever had, now has or will have in the future against the Coach, arising from the Client’s past or future participation in, or otherwise with respect to, the Program, unless arising from the gross negligence of the Coach.

18.4. The Client agrees and understands that coaching and the Services provided by the Coach are not a substitute for professional or psychological therapy, mental health care, medical advice or attention, legal advice and/or financial advice, and the Client shall seek professional advice or help if necessary.

18.5. The Client agrees and understands that anything that the Coach says (written or otherwise) shall not be interpreted by the Client as medical, legal or financial advice.

18.6. The Client agrees to hold the Coach (and any companies he participates in including their agents, secretaries and partners) harmless for any actions, decisions and choices reached by the Client during and after Coaching Sessions with the Coach.

18.7. The Client shall contact emergency services or health care services if in need of medical attention, such as (but not limited to) suicidal thoughts, depression, anxiety, and any other medical conditions, and the Client agrees that the Coach is not responsible for diagnosing, treating or triggering medical conditions.

18.8. The Client shall consult their a qualified medical doctor, such as a general practitioner before making any changes to their diet, sleep, exercise, or any other changes to lifestyle that would reasonably require the consultation of a medical professional.

18.9. The Client shall provide at least 48 hours’ notice to the Coach to cancel or reschedule a Booked Coaching Session, and the Client agrees that they forfeit their right to receiving a Coaching Session if they do not cancel within this timeframe, or if they do not show up to the Booked Coaching Session, and the Client agrees that the Coach may charge for non-attendance of a Booked Coaching Session.

18.10. The Client shall use reasonable endeavours to turn up to Booked Coaching Sessions promptly on time, and the Client agrees that they will not be entitled to additional coaching time beyond the Booked Coaching Session if they are late.

18.11. The Client understands and agrees that results from the Services may vary and are also contingent on the Client showing up to Coaching Sessions with an honest, open and willing attitude, and also dependent on the Client completing any set growth actions after Coaching Sessions.

 

19. LIABILITY – PLEASE READ THIS SECTION CAREFULLY

19.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Coaching Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Coaching Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Coaching Agreement was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

19.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services, including the right to receive services which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care.

19.3. We are not liable for business losses. We only supply the Services for domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

19.4. The Client agrees to hold the Coach and its directors, agents, partners, secretaries, accountants and associates completely harmless in the event of:

(a) any medical or psychological conditions being triggered or made worse as a result of receiving the Services;

(b) any inadvertent breach of confidentiality (in which case, the Client shall put in writing where they believe confidentiality has been breached);

(c) any breach of confidentiality caused by human error, computer misuse, hacking, viruses, trojans, phishing, social engineering, or disclosure under duress; and

(d) the Services not meeting the Client’s expectations.

 

20. STATUS

20.1. The relationship between the Client and the Coach shall be that of “independent contractor”.

20.2. The Coach is not the Client’s employee, worker, agent or partner.

20.3. The Coach shall be fully responsible for all his own tax including any Income Tax and National Insurance Contributions arising from providing the Services.

20.4. Nothing in this Coaching Agreement will constitute a joint venture.

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21. NOTICES

Any notice sent under this Coaching Agreement shall be delivered in writing, which shall include email.

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22. ENTIRE AGREEMENT

This is the entire agreement between the Client and the Coach with respect to its subject matter, and supersedes all prior and contemporaneous proposals, representations, statements and agreements.

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23. ANTI-ORAL VARIATION

If either the Client or the Coach wishes to change this Coaching Agreement, the change shall be agreed in writing between the Parties (in accordance with Clause 22).

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24. EXECUTION BY ELECTRONIC METHODS AND COUNTERPARTS

24.1. This Coaching Agreement may be signed separately by the Client and the Coach, in which case the separate copies will together be taken as the whole Coaching Agreement.

24.2. The Coach and Client agree that this Coaching Agreement is binding and may be executed electronically, such as by via a “tick-box” method via the Calendly.com, or agreeing to it in writing or verbally.

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25. THIRD PARTY RIGHTS

No party other than the Client and the Coach has any rights under this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Coaching Agreement.

 

26. SEVERABILITY

If any provision of this Coaching Agreement is determined to be ineffective, invalid, illegal or unenforceable by a court or other competent body, it shall be severed from the remaining provisions of the Coaching Agreement, and the remaining provisions of the Coaching Agreement shall survive.

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27. ASSIGNMENT

We may transfer our rights and obligations under this Coaching Agreement to another organisation. We shall inform you in writing if this happens and we will ensure that the transfer will not affect your rights under the Coaching Agreement.

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28. GOVERNING LAW AND JURISDICTION

28.1. This Coaching Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with the law of England and Wales whose Courts shall have exclusive jurisdiction to determine any dispute arising from it.

28.2. If there is a dispute between the Parties, the Parties shall use reasonable endeavours to resolve the dispute informally. If agreement cannot be reached, the Parties agree that the dispute shall be resolved by arbitration in accordance with clause 28.3.

28.3. Any dispute arising out of or in connection with this Coaching Agreement, including any question regarding whether it exists, it is valid, or it can be or has been terminated, shall be referred to and finally resolved by arbitration by a single arbitrator. The parties agree that the single arbitrator shall be chosen by the Coach. The seat, or legal place, of arbitration shall be England and the language to be used in the arbitration proceedings shall be English. The costs of the arbitration shall be shared between the Parties as agreed as part of the arbitration proceedings.

28.4. The Client shall use reasonable endeavours to resolve any dispute privately with the Coach before resorting to court action or formal alternative dispute resolution.

28.5. Even if we delay in enforcing this Coaching Agreement, we may still enforce it later. If we do not insist immediately that you do anything you are required to do under this Coaching Agreement, or if we delay in taking steps against you in respect of your breach of this Coaching Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we may still require you to make the payment at a later date.