Practitioner Terms & Conditions
THIS ACADEMY AGREEMENT is made on the date of payment of the Practitioner Membership Fee (“Effective Date”)
BETWEEN:
(1) AURA-SOMA EDUCATION SYSTEMS LIMITED, a company incorporated in England & Wales (Registration Number: 04500391) and whose registered office is at Tower
House, Lucy Tower Street, Lincoln, Lincolnshire, LN1 1XW (hereinafter referred to as “The Academy”); and
(2) “The Practitioner” as defined in the My Details area of www.aura-soma.com.
KEY DEFINITIONS/TERMS
Email address of The Practitioner for purposes of Clause 21.9 (Notices): is as defined in the My Details area.
“Place of Practice” within the Country as defined in the My Details area;
“Term” is the period of either [one (1) year] [two (2) years] from the Effective Date; as determined in accordance with the payment of Practitioner Membership Fee;
“Country” is as defined in the My Details area;
WHEREAS:
(A) The Academy has spent considerable time and money developing the System. The Academy is authorised to license the Marks to The Practitioner.
(B) The Practitioner has completed the requisite training courses and wishes to become a member of The Academy in accordance with the terms and conditions of this Agreement, and The Academy
wishes to accept such application.
1. Definitions and Interpretation
1.1 The expressions detailed above and in Schedule 1 will have the meanings attributed to them in that Schedule. Other less frequently used expressions are defined in the body of this Agreement.
1.2 This Agreement shall be interpreted in accordance with Paragraph 2 of Schedule 1.
2. Conditions Precedent, Conditions Subsequent, Rights Granted and Reservations of Rights
2.1 It is a condition precedent of this Agreement that prior to entering into this Agreement:
(a) The Practitioner has enrolled with The Academy via the Principal Website;
(b) The Practitioner has completed the requisite courses and received from The Academy the Certificates, confirming that it has achieved the level of The Practitioner.
(c) to the extent that The Practitioner owns any domain names and social media page handles which feature the Marks, The Practitioner must at its cost transfer ownership of such domain names and
social media page handles to The Academy or its nominee.
2.2 It is a condition subsequent of this Agreement that after the Effective Date but prior to commencing The Practitioner’s Business The Practitioner will obtain insurance in accordance with Clause 6;
2.3 The Practitioner hereby confirms that its details on The Academy’s online record (“My Details”) (including the Key Terms set out above) are true and accurate as at the Effective Date and that The
Teacher will update the My Details as soon as is practicable if there are any changes to such details.
2.4 The Academy hereby appoints The Practitioner to act as its non-exclusive provider of the Approved Consultations in the Country for the Term and The Practitioner agrees to act in that capacity, in
accordance with the terms and conditions of this Agreement.
2.5 Subject to the terms and conditions hereof, The Academy grants The Practitioner the non-exclusive right during the Term to:
(a) use the Marks in accordance with the terms and conditions of this Agreement; and
(b) provide the Approved Consultations to Recipients in accordance with the Policies and Procedures.
2.6 The Practitioner shall deliver all of the Approved Consultations from the Designated Place of Practice.
2.7 Whilst The Academy acknowledges that The Practitioner may provide other wellness therapies as part of its wider business, this appointment is made on condition that The Practitioner will not to
deliver any consultations in the Country during the Term which are identical to or substantially similar to the Approved Consultations, either in its own capacity or directly or indirectly on behalf of another
organisation.
2.8 For the avoidance of doubt, The Practitioner will promote the Approved Consultations and sell Products to Recipients in accordance with the terms of this Agreement and the Policies and Procedures.
The Practitioner is not authorised to act as a general distributor or reseller of the Products.
2.9 The Academy specifically retains the right to:
(a) sell the Products directly or indirectly through an Affiliate to Recipients if it so chooses.
(b) appoint other The Practitioners in the Country to promote and provide the Approved Consultations and sell the Product to Recipients.
2.10 The Practitioner shall not appoint any other person, firm or company to provide the Approved Consultations and/or sell the Products without Approval of The Academy.
2.11 The Practitioner hereby undertakes and agrees with The Academy that it will not:
(a) Actively promote the Approved Consultations outside of the Country, nor will it sell the Products to anyone other than Recipients. For these purposes, “active” shall be understood to mean actively
approaching or soliciting recipients, including the following actions;
(i) visits;
(ii) direct mail, including the sending of unsolicited emails;
(iii) advertising in media, on the internet or other promotions, where such advertising or promotion is specifically targeted at Recipients in Reserved Countries;
(iv) online advertisements addressed to recipients in Reserved Countries and other efforts to be found specifically by users in Reserved Countries, including the use of Country based banners on third party
websites and paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to users in Reserved Countries; and
(v) advertising or promotion in any form, or translation of The Practitioner’s Website into a language other than an official language of any country forming part of the Country, that The Practitioner would not
reasonably carry out but for the likelihood that it will reach Recipients in Reserved Countries.
3. Term and Renewal
3.1 Subject to Clause 17 (Termination) or as otherwise detailed in this Agreement, this Agreement shall continue for the Term.
3.2 The Practitioner may apply for a renewal of its Certificate via the Principal Website if it is not in breach of this Agreement, nor has been in breach of this Agreement during the Term. The
Academy may grant a renewal Certificate and a renewal agreement for a further term of one (1) year at its absolute discretion. The renewal of this Agreement will be on The Academy’s then current
standard Academy Agreement (“Renewal Agreement”). The Practitioner shall be required to pay The Academy the Membership Renewal Fee.
3.3 If The Practitioner accepts the terms of the Renewal Agreement, The Practitioner shall, on entering into the Renewal Agreement be deemed to have released all claims against The Academy, its officers
and employees and its Affiliates.
4. Target and Incentive
4.1 The Practitioner shall achieve the Continuing Professional Development Target.
4.2 If The Practitioner purchases the equivalent of at least five thousand pounds (£5,000) of Products from an Aura Soma distributor (excluding sales taxes) which is authorised to operate in the Territory,
during the twelve (12) month period commencing on the Effective Date (and the twelve (12) month period commencing on the first anniversary of the Effective Date in the event that the Term is two (2)
years), then The Academy or its Affiliate shall credit The Practitioner the cost of enrolling on the applicable Continuing Professional Development course during the previous twelve (12) month period.
. For the avoidance of doubt, The Academy shall issue the credit after the relevant twelve (12) month period and The Practitioner can apply the credit against the cost of enrolling on an applicable
Continuing Professional Development course during the term of any Renewal Agreement. The Academy will not pay the credit in the form of cash. The cost of enrolment does not include The
Practitioner’s costs of travel, accommodation and subsistence.
5. Restrictions on The Practitioner
5.1 The Practitioner hereby undertakes and agrees with The Academy that it will not:
(a) obtain the Products (or any goods which compete with the Products) for resale to Recipients from any person, firm or company other than The Academy’s Affiliate or The Academy’s Affiliate’s
other distributors or channels of distribution Approved by The Academy from time to time. The purchase of Products from any unapproved source represents a breach of a material provision of this
Agreement and, at The Academy’s option, may result in its immediate termination;
(b) during the Term be concerned or interested, either directly or indirectly, in (i) the provision of consultations which are identical or substantially similar to Approved Consultations or (ii) the manufacture or
distribution any goods which are identical to or compete with or are similar to the Products and/or the System, without first obtaining The Academy’s Approval for a period of twelve (12) months after the
Term be concerned or interested, either directly or indirectly, in (i) the provision of consultations which are identical or substantially similar to Approved Consultations or (ii) the manufacture or distribution
any goods which are identical to or compete with or are similar to the Products and/or the System, without first obtaining The Academy’s Approval:
(c) charge excessive prices for the Approved Consultations or Products and shall consider ensuring that prices are reasonable taking into account The Academy’s recommended pricing and the brand
positioning of the Approved Consultations and Products and the prices for similar products and courses in the Country, although The Practitioner will at all times be free to fix its own resale prices for the
Approved Consultations and Products in the Country;
(d) enter into any agreement, arrangement or concerted practice with any of The Academy’s other The
Practitioners or distributors in relation to the prices at which the Practitioner will charge for the
Approved Consultations and Products;
(e) make any modifications to the Products or their packaging;
(f) knowingly sell Products to any person or entity who is not a Recipient;
(g) represent itself as an agent of The Academy for any purpose;
(h) pledge The Academy’s credit;
(i) give any condition or warranty on behalf of The Academy;
(j) make any representation on behalf of The Academy;
(k) commit The Academy to any contracts;
(l) without The Academy’s Approval make any promises or guarantees about the Products beyond those contained in the Materials, or otherwise incur any liability on behalf of The Academy; or
(m) use the words “Aura-Soma” or any words resembling them as part of its corporate and/or trading name without The Academy’s Approval, either during the Term or after termination of this Agreement
and will comply with any relevant legislation in the Country relating to business names. Upon request, The Practitioner will execute an irrevocable power of attorney granting The Academy full authority
to change the name of The Practitioner’s company in the event that The Practitioner fails to comply with the provisions of this Clause.
6. The Practitioner Undertakings
6.1 The Practitioner further undertakes and agrees with The Academy that at all times during the Term it will:
(a) at its own cost maintain the Products it receives in excellent condition and shall ensure that the Products are stored in the Country with appropriate security for the Products;
(b) provide the Approved Consultations with all reasonable care and skill and in accordance with the Policies and Procedures. The Practitioner will at its own expense (i) customise the Materials for
compliance with Legal Requirements and (ii) develop any other materials in accordance with Legal Requirements which are necessary to provide the Approved Consultations and/or sell the Products to
Recipients but which are not contained in the Materials. The Academy gives no warranty that the Materials are fit for use in the Country;
(c) ensure that each Practitioner completes and returns to the Recipient a consultation sheet in the form set out in the Policies and Procedures;
(d) use its best endeavours to promote the Approved Consultations and the Products and the System in the Country. and
(e) at its own expense take out and secure the continuance throughout the Term of an insurance policy in accordance with the minimum cover set out in the Policies and Procedures;
(f) take all reasonable steps to make clear the fact that The Practitioner is one of The Academy’s independent The Practitioners and is in no other way connected with The Academy;
(g) display its valid Certificate at all times at the Place of Practice so that Recipients can observe the level of training that The Practitioner has attained;
(h) accept visits from representatives of The Academy to the Place of Practice and/or The Practitioner’s other offices, at no prior notice, for the purposes of quality assurance checks;
(i) notify The Academy immediately in writing of the full details of any party (other than authorised distributor or The Practitioners or teachers) seeking or offering to (i) sell, or otherwise provide the Products
or similar or competing products or (ii) provide consultations identical to substantially similar to the Approved Consultations, in the Country;
(j) sell the Products only to Recipients who have attended a consultation provided by The Practitioner in the Country. The Practitioner shall ensure that its own terms of sale for the Products to Recipients
are compliant with Legal Requirements (including applicable consumer protection laws) and that they will comply with any guidance which The Academy makes available in the Policies and Procedures.
7. The Academy’s Undertakings
7.1 The Academy undertakes and agrees to:
(a) make reasonable commercial efforts to ensure that its Affiliate supplies the Products to The Practitioner for resale to Recipients in accordance with the Supply Terms;
(b) make available the resources necessary for the provision of the Approved Consultations and notify The Practitioner of any changes to the Approved Consultations;
(c) make available to The Practitioner an ongoing programme of offline and/or online Continuing Professional Development, including priority booking;
(d) subject to The Practitioner providing satisfactory evidence to The Academy (such as receipts of purchase), credit The Practitioner for the cost of enrolling on Continuing Professional Development in the
event that The Practitioner purchases the equivalent of at least five thousand pounds (£5,000) of Products from an Aura Soma distributor which has the contractual authority to operate in the Country;
(e) provide to The Practitioner, without charge, access to the Materials (including translations where available) and the Policies and Procedures via the Principal Website;
(f) provide to The Practitioner a listing on the Principal Website and offline, which shall contain details of The Practitioner’s Business, subject to The Practitioner providing the requisite consent at the
membership section of the Principal Website.
8. Supply of Products
8.1 The Academy’s Affiliate shall supply The Practitioner with Products in accordance with the Supply Terms.
8.2 The Practitioner shall also be entitled to purchase Products from The Academy’s authorised distributors for the Country, and such purchases shall be concluded on those distributors’ standard supply
terms.
9. Payment
9.1 The Practitioner shall pay The Academy without deductions or withholdings The Practitioner Membership Fee, immediately on signing this Agreement.
9.2 Any and all expenses, costs and charges incurred by The Academy in the performance of its obligations under this Agreement shall be paid by The Practitioner within thirty (30) days of the date of The
Academy’s invoice, unless otherwise agreed in writing by the Parties.
9.3 All such fees and expenses are exclusive of any applicable value added or any other sales tax, for which The Practitioner shall be additionally liable.
9.4 All payments shall be made by by such payment method as shall be stipulated by The Academy from time to time, to such bank account as The Academy may from time to time notify in writing to The
Practitioner.
9.5 All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be the responsibility of, and for the account of, The Practitioner.
10. Marketing, including online activities
10.1 In connection with the promotion and marketing of the Approved Consultations, The Practitioner shall:
(a) Subject to Clause 6.1(b), use only the Materials in relation to all communications to prospective Recipients in the Country (including mailings, press coverage, internet campaigns or through any other
media). The Practitioner agrees to comply in full with the Policies and Procedures; and
(b) ensure at its sole cost that the Materials (including any translations) comply with all applicable Legal Requirements with respect to advertising and agrees to discontinue immediately any advertisement
or form of advertising deemed objectionable upon the request of The Academy.
10.2 For the avoidance of doubt, The Practitioner shall not be permitted to advertise or sell the Approved Consultations or otherwise promote the Products and System via a dedicated website or social
media pages which feature the Marks in the domain name or social media handle. However, if The Practitioner wishes to advertise and/or promote the Approved Consultations and Products on its own
website (“The Practitioner’s Website”) and/or via The Practitioner’s own social media pages, (“The Practitioner’s Social Media Pages”) The Practitioner will comply with the following obligations:
(a) The Practitioner must:
(i) only operate The Practitioner’s Social Media Pages on the social media platforms listed in the Policies and Procedures.
(ii) not use the name Aura-Soma or any similar name in the domain name for The Practitioner’s Website;
(iii) not use the name Aura-Soma or any similar name in the handle for The Practitioner’s Social Media Pages.
(iv) ensure that the pages/sections of The Practitioner’s Social Pages and The Practitioner’s Website which refer to the Approved Consultations and feature the Products and refer to the System are and
remain consistent with the Policies and Procedures so that The Academy can maintain the common identity of its network of distributors.
(b) The Practitioner will ensure there is a hyperlink to the Principal Website and all other hyperlinks to third party websites must be appropriate and consistent with Policys and Procedures. The Practitioner
will not indulge in deep linking, framing, wordstuffing, or other activities detailed in the Policies and Procedures without The Academy’s Approval;
(c) The Practitioner must have taken appropriate legal advice regarding the content of The Practitioner’s Website and The Practitioner’s Social Media Pages and ensure that it complies with all relevant
legislation and regulations;
(d) The Practitioner agrees that e-commerce is a rapidly developing field and that the provisions of this Clause may need to be modified in the future or that guidelines on use of the internet may be
introduced in the Policies and Procedures. In the event of such modification or the issue of such guidelines by The Academy, The Practitioner agrees that they will be legally binding on it;
(e) The Practitioner acknowledges The Academy’s right to carry on its business via the internet without territorial restriction.
10.3 If The Practitioner wishes to include a transactional functionality on The Practitioner’s Website to enable the sale of Products, it must first obtain The Academy’s Approval (in accordance with the
Policies and Procedures) in relation to the proposed look and feel and customer experience of purchasing Products via The Practitioner’s Website.
10.4 The Practitioner shall not make the Products available for sale via any third party e-commerce platform without The Academy’s Approval. The Policies and Procedures contain further information in
this regard.
10.5 The Practitioner agrees that it will not bid for adwords featuring the Marks without The Academy’s approval. The Policies and Procedures contain further information in this regard.
11. Reports, Books and Records
11.1 The Practitioner shall maintain a complete record of the consultation sheets and at The Academy’s request supply The Academy with a copy of the records.
11.2 The Practitioner shall keep and maintain at its principal business office complete, true and correct books and records relating to the distribution, marketing and sale of the Approved Consultations
and Products in the Country and its performance of this Agreement. The Academy and its authorized representatives shall have full access to all books and records described above for the Term and
for a five (5) year period following expiry or termination of this Agreement and shall, at The Academy’s cost, have the right to audit, inspect and copy all such books and records, including all books,
records and supporting documentation relative to The Practitioner’s Net Sales and expenses, and all records of Recipient complaints and Recipient feedback to The Academy upon reasonable request
during normal business hours.
11.3 The Practitioner will provide promptly and fully to The Academy and/or its auditor and/or The Academy’s authorised representative all access (including to people), facilities and information requested
by The Academy, its auditor or The Academy’s authorised representative.
12. Copyright
12.1 The copyright and all other rights in the text of the Policies and Procedures, Materials (including any translations and/or authorised adaptations thereof), photographs and all other documents
supplied by The Academy and all secret or Confidential Information contained therein are The Academy’s property and The Practitioner undertakes not to copy the Policies and Procedures, Materials,
photographs and other documents supplied by The Academy or to disclose any of their contents to any other party and The Practitioner undertakes not to make any direct or indirect use thereof
otherwise than in accordance with the terms of this Agreement.
12.2 The Academy shall be entitled to all property, copyright and all other intellectual and proprietary rights in any materials produced by The Practitioner in accordance with this Agreement (including any
translations or adaptations of the Materials) which property, copyright and other rights The Practitioner hereby as beneficial owner assigns to The Academy.
12.3 At the request and expense of The Academy, The Practitioner shall do all such things and sign all documents or instruments reasonably necessary in the opinion of The Academy to enable The
Academy to obtain, defend and enforce its right in any materials produced by or on behalf of The Practitioner in accordance with this Agreement.
12.4 The Practitioner hereby unconditionally, irrevocably and in perpetuity waives or shall procure that the appropriate party waives all moral and author’s rights and rights of a similar nature under the laws
of any jurisdiction in respect of any materials produced by or on behalf of The Practitioner in accordance with this Agreement.
13. The Marks and Intellectual Property
13.1 The Academy hereby authorises The Practitioner, on a non-exclusive basis, to use the Marks in connection with its obligations under this Agreement only, in the manner and with the limitations
imposed by this Agreement and pursuant to the Policies and Procedures. No licence or authorization is granted to The Practitioner under this Agreement to use the Marks in connection with, directly or
indirectly, any business or other operations, except as specified in this Agreement.
13.2 The Practitioner will comply with the following obligations:
(a) The Practitioner undertakes not to do anything to prejudice or damage The Academy’s goodwill in the Marks or The Academy’s reputation and The Practitioner shall not do anything which is likely to
bring the Marks into disrepute;
(b) The Practitioner will not use in relation to the Products and Approved Consultations any marks other than the Marks without obtaining the Approval of The Academy;
(c) The Practitioner shall promptly and fully notify The Academy of any actual, threatened or suspected infringement in the Country of any intellectual property of The Academy which comes to The
Practitioner’s notice, and of any claim by any third party so coming to its notice that the importation of the Products into the Country, or their sale therein, or provision of the Approved Consultations
infringes any rights of any other person, and The Practitioner shall at the request and expense of The Academy do all such things as may be reasonably required to assist The Academy in taking or
resisting any proceedings in relation to any such infringement or claim;
(d) The Practitioner will under no circumstances apply for registration of any trade or service mark in respect of the Marks or any part of them or colourable imitations of the same;
(e) No warranty either express or implied is given by The Academy with respect to the validity of the Marks. Notwithstanding the foregoing, The Academy will use commercially reasonable efforts, at its own
cost and expense, to apply for, prosecute, register, maintain and renew within the Country the Marks and The Practitioner shall cooperate with The Academy with respect to the same at The Academy’s
reasonable request;
(f) The Academy reserves the right to substitute, add to and/or withdraw those trade marks and other indicia which comprise the Marks at the date of execution of this Agreement if the present Marks can
no longer be used or if The Academy, in The Academy’s sole discretion, determines substitution of different Marks will be beneficial to its business. In such circumstances, the use of substituted Marks
shall be governed by the terms of this Agreement, and The Practitioner will not be eligible for any compensation for such substitution;
(g) The Practitioner will not use the Marks to incur any obligation or indebtedness on The Academy’s behalf;
(h) Without limiting the foregoing, upon and after the expiration or cancellation of this Agreement, The Practitioner shall, upon The Academy’s request, execute such document as may be necessary to
confirm the rights of The Practitioner, the owners of the Marks, their licensees, Affiliates or subsidiaries in the Marks, and The Practitioner hereby irrevocably appoints The Academy, as its attorney-in-fact
for the purpose of executing such documents;
(i) The Practitioner shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any intellectual property of The Academy and shall not omit or authorise
any third party to omit to do any act which, by its omission, would have that effect or character;
(j) The Practitioner will not without Approval alter, deface or remove any reference to the Marks or to The Academy displayed on the Products or their labels or packaging; and
(k) The Practitioner expressly understands and acknowledges that:
(i) The Practitioner’s use of the Marks pursuant to this Agreement does not give The Practitioner any ownership interest or other interest in or to the Marks;
(ii) The Academy has and retains the rights, among others, to develop and establish other services and products using the Marks, similar proprietary marks, or any other proprietary marks, and to grant
licences to such services and systems without providing any such rights to The Practitioner.
14. Confidentiality
14.1 The Practitioner shall at all times during the continuance of this Agreement and after its termination protect, and will ensure its employees, officers, agents and contractors will protect, the Confidential
Information by using the same degree of care (but no less than a reasonable degree of care) to prevent the unauthorised use, dissemination, disclosure or publication of such Confidential Information,
as The Practitioner uses to protect its own confidential information of a like nature.
14.2 The Practitioner may disclose the Confidential Information only to those employees, officers, agents and contractors who have a need to know and who are under an obligation of confidentiality at
least as restrictive as that contained in this Clause 14.
14.3 Each such recipient of Confidential Information shall be advised of The Practitioner’s obligations under this Agreement.
14.4 The Confidential Information may be used only for the purposes of exercising and fulfilling The Practitioner’s rights and obligations under this Agreement.
14.5 In fulfilling its obligations and duties under this Agreement, The Practitioner understands that The Academy does not wish to receive from The Practitioner any information that may be considered
confidential and/or proprietary to The Practitioner and/or to any one or more third parties and that The Practitioner will not present such information.
14.6 The Practitioner further acknowledges and agrees that the Confidential Information provided pursuant to this Agreement is the sole and exclusive property of The Academy, that any unauthorized use
of the Confidential Information would be wrongful and would constitute irreparable harm and loss to The Academy, and that the protection of such Confidential Information is essential to the continued
success of The Academy.
14.7 The Practitioner further acknowledges and agrees that in the event of any violation of the terms of this Agreement, The Academy shall be authorized and entitled to obtain from any court of competent
jurisdiction temporary and permanent injunctive relief without proof of actual damages, as well as an equitable accounting of all profits or benefits arising out of any such violation, which rights and
remedies shall be cumulative and in addition to any other rights or remedies to which The Academy may be entitled.
15. Warranties
15.1 The Practitioner represents and warrants to The Academy that, as of the date hereof:
(a) The Practitioner is not bankrupt and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for bankruptcy or to exercise any other rights over or against its assets;
(b) The Practitioner has all necessary rights and the power and authority to enter into this Agreement and, subject to the approval of the relevant authorities in the Country, has all necessary rights to
exercise the rights granted to it and perform the obligations required by this Agreement throughout the Country;
(c) to the best of The Practitioner’s knowledge after due inquiry there are no actions, suits, claims, investigations or proceedings pending or threatened, or agreements or arrangements which do or could
interfere with or materially limit or materially impair The Practitioner’s performance of the obligations undertaken by The Practitioner in this Agreement.
16. Liability
16.1 The Practitioner acknowledges that The Academy’s obligations and liabilities in respect of the Approved Consultations and The Practitioner’s appointment are exhaustively defined in this Agreement.
The Practitioner agrees that the express obligations and warranties made by The Academy under this Agreement shall be in lieu of and to the exclusion (to the fullest extent permitted by law) of any
other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement.
16.2 The Academy shall not be liable whether in contract, tort (including negligence) or otherwise for any indirect, incidental or consequential loss, damage, cost or expense of any kind whatsoever and
howsoever caused, or for any loss of production, loss of profits or of contracts, loss of goodwill and wasted management time, even if The Academy has been advised of their possibility.
16.3 The Academy accepts liability for fraud of fraudulent misrepresentation any matter in respect of which it would unlawful for The Academy to exclude or limit liability. Save for the foregoing, all other
liability is hereby excluded by The Academy.
16.4 The Practitioner acknowledges and agrees that the allocation of risk contained in this Clause 16 is reflected in the sums payable by The Practitioner and is reasonable in all the circumstances,
having regard to all relevant factors including the ability of The Practitioner to rely on its own insurance arrangements and other resources to bear or recover any loss or damage incurred for which The
Academy is not liable.
17. Termination
17.1 If The Practitioner commits a breach of this Agreement which is capable of remedy, The Academy may only terminate the Agreement if, having served The Practitioner with a written breach notice, The
Practitioner fails to remedy the breach within thirty (30) days of the date of notice.
17.2 If The Practitioner commits a breach of this Agreement which is either (i) not capable of remedy, or (ii) is technically capable of remedy but is, in The Academy’s discretion, material in nature, The
Academy may terminate the Agreement with immediate effect, upon service on a termination notice to The Practitioner.
17.3 For the avoidance of doubt, material breaches of this Agreement which can trigger immediate termination under Clause 17.2 include:
(a) breaches of confidentiality;
(b) breaches of obligations relating to data protection;
(c) breaches of obligations relating to the use of the Marks;
(d) breaches of obligations in relation the sale of the Products, provision of the Approved Consultations and the Marks;
(e) breaches of obligations The Practitioner’s involvement in any competing business;
(f) The Practitioner dies, becomes Incapacitated or becomes bankrupt, or if any application in bankruptcy shall be presented against The Practitioner or if The Practitioner shall be deemed unable to pay
their debts or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to The Practitioner.
17.4 For the purposes of Clause 17.1, a breach shall be considered capable of remedy if The Practitioner can comply with the provision in question in all respects other than as to the time of performance,
provided that time of performance is not of the essence.
17.5 The rights to terminate this Agreement given by this Clause shall be without prejudice to any other right or remedy of The Academy in respect of the breach concerned (if any) or any other breach.
18. Consequence of Termination
18.1 Upon termination or expiry of this Agreement for any reason:
(a) The Practitioner shall:
(i) immediately cease to provide the Approved Consultations; and
(ii) as soon as practicable and no later than ten (10) days after the date of termination furnish to The Academy a list of inventory of Products on hand, and outstanding unfilled orders to Recipients
(including the names and addresses of the Recipients and the quantity of Products ordered).
(b) The Practitioner shall have the right to retain sufficient inventory to fill outstanding orders to Recipients and The Academy or its Affiliate shall have the right for thirty (30) days following termination
to deliver a written notice that it will purchase all or any part of the Products which have not been committed to Recipients at wholesale value (i.e. the value shown on the Price List), provided that if
such Products are not saleable or usable, as the case may be, the price shall be The Academy’s scrap or salvage value (“Academy’s Notice”). Alternatively, The Academy’s Notice may confirm that
The Academy or its Affiliate does not wish to purchase any of the Products, in which case The Practitioner shall have thirty (30) days to sell off its remaining stock of Products through the authorised
channels set out in the Policies and Procedures.
(c) In the event that The Academy or its Affiliate elect not to purchase all such Products, The Practitioner shall comply in full with Clause 18.1(i) below.
(d) Products which The Academy or its Affiliate elect to purchase shall be delivered by The Practitioner to a location designated by The Academy within thirty (30) days of receiving The Academy’s Notice
and The Academy or its Affiliate shall make payment within sixty (60) days from the date of invoice. The Academy or its Affiliate shall have the right to set off any amount owing by The Academy or its
Affiliate to The Practitioner against any amount due or owing to The Academy or its Affiliate by The Practitioner.
(e) Subject to Clause 18.1(i), Products that are not purchased by The Academy or its Affiliate or sold by The Practitioner to fill outstanding orders from Recipients in accordance with this Clause shall be
destroyed immediately by The Practitioner. The Practitioner agrees to promptly furnish The Academy with satisfactory evidence of their destruction.
(f) Except as set forth above, The Practitioner shall have no further rights to import, sell or deal in the Products or use the Marks following termination of the Agreement;
(g) The Practitioner shall promptly return to The Academy, or dispose of as The Academy directs any samples, technical pamphlets, catalogues, Materials (including any translations and approved
adaptations thereof), promotional literature developed by The Practitioner, specifications and other materials, documents or papers sent to The Practitioner that relate to The Academy’s business (other
than correspondence between the Parties) and all other Confidential Information that The Practitioner may have in its possession or under its control;
(h) The Practitioner shall cease to promote, market or advertise the Products or to make any use of the Marks other than for the purpose of selling stock in respect of which The Academy does not exercise
its right of repurchase, pursuant to Clause 18.1(b) above;
(i) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including confidentiality, non-competition
and financial obligations) shall remain in full force and effect; and
(j) subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither Party shall have any further obligation to the other under this Agreement.
18.2 The Practitioner acknowledges that:
(a) the manner and notice of termination set forth in this Agreement is reasonable;
(b) no goodwill has been generated through its performance of this Agreement; and
(c) upon termination, no payment or indemnity for loss of goodwill, loss of profit, investments made, or otherwise shall be due to The Practitioner.
18.3 The Practitioner further acknowledges that it has the capacity to comply with this Agreement, and undertakes to bear, upon termination of this Agreement, all costs and liabilities arising out of its
relationship with Recipients. To the fullest extent permissible by law, The Practitioner waives any rights it might otherwise have under any local statutes, regulations or decrees governing termination of
distributorship agreements.
19. Compliance with Legal Requirements
19.1 The Practitioner agrees that it will comply with all Legal Requirements applicable to the relationships and transactions contemplated by this Agreement.
19.2 The Practitioner agrees that it will comply in full with The Academy’s Policies and Procedures.
20. Data Protection
20.1 Definitions: In this Clause, the following terms shall have the following meanings:
(i) “controller”, “processor”, “data subject”, “personal data” and “processing” (and “process”) shall have the meanings given in EU Data Protection Law; and
(ii) “Applicable Data Protection Law” means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, including, where applicable, EU Data Protection
Law.
(iii) “EU Data Protection Law” means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the Processing of Personal Data
and on the free movement of such data (the “Directive”); (ii) on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard
to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the “GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all
applicable national data protection laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
20.2 Relationship of the parties: The Academy (the controller) appoints The Practitioner as a processor to process the personal data that is the subject of this Agreement (the “Data”). Each party shall
comply with the obligations that apply to it under Applicable Data Protection Law.
20.3 Purpose limitation: The Practitioner shall process the Data as a processor as necessary to perform its obligations under this Agreement and strictly in accordance with the documented instructions of
The Academy (the “Permitted Purpose”), except where otherwise required by any EU (or any EU Member State) law applicable to The Academy. In no event shall The Practitioner process the Data for
its own purposes or those of any third party. The Practitioner shall immediately inform The Academy if it becomes aware that The Academy’s processing instructions infringe Applicable Data Protection
Law.
20.4 International transfers: The Practitioner shall not transfer the Data (nor permit the Data to be transferred) outside of the Country unless (i) it has a legitimate reasons to do so in accordance with this
Agreement and (ii) it takes such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law.
20.5 Confidentiality of processing: The Practitioner shall ensure that any person that it authorises to process the Data (including The Practitioner’s staff, agents and subcontractors) (an “Authorised
Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Data who is not under such a duty of
confidentiality. The Practitioner shall ensure that all Authorised Persons process the Data only as necessary for the Permitted Purpose.
20.6 Security: The processor shall implement appropriate technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised
disclosure of, or access to the Data (a “Security Incident”).
20.7 Subprocessing: The Practitioner shall not subcontract any processing of the Data to a third party subprocessor without the Approval of The Academy. Notwithstanding this, The Academy consents
to The Practitioner engaging third party subprocessors to process the Data provided that: (i) The Practitioner provides at least [30] days’ prior notice of the addition or removal of any subprocessor
(including details of the processing it performs or will perform); (ii) The Practitioner imposes data protection terms on any subprocessor it appoints that protect the Data to the same standard provided
for by this Clause; and (iii) The Practitioner remains fully liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor. If The Academy refuses to consent to The
Practitioner’s appointment of a third party subprocessor on grounds relating to the protection of the Data, then either The Practitioner will not appoint the subprocessor or The Academy may elect to
suspend or terminate this Agreement without penalty.
20.8 Cooperation and data subjects’ rights: The Practitioner shall provide all reasonable and timely assistance (including by appropriate technical and organisational measures) to The Academy (at its
own expense) to enable The Academy to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction,
objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the
processing of the Data. In the event that any such request, correspondence, enquiry or complaint is made directly to The Practitioner, The Practitioner shall promptly inform The Academy providing full
details of the same.
20.9 Data Protection Impact Assessment: If The Practitioner believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data
subjects, it shall promptly inform The Academy and The Practitioner shall provide The Academy with all such reasonable and timely assistance as The Academy may require in order to conduct a data
protection impact assessment in accordance with Applicable Data Protection Law including, if necessary, to assist The Academy to consult with its relevant data protection authority.
20.10 Security incidents: Upon becoming aware of a Security Incident, The Practitioner shall inform The Academy without undue delay and shall provide all such timely information and cooperation as The
Academy may require in order for The Academy to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. The Practitioner
shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep The Academy informed of all developments in connection with
the Security Incident.
20.11 Deletion or return of Data: Upon termination or expiry of this Agreement, The Practitioner shall (at The Academy’s election) destroy or return to Academy all Data (including all copies of the Data) in
its possession or control (including any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that The Practitioner is required by any EU (or any EU Member
State) law to retain some or all of the Data, in which event The Practitioner shall isolate and protect the Data from any further processing except to the extent required by such law.
20.12 Audit: The Practitioner shall permit The Academy (or its appointed third party auditors) to audit The Practitioner’s compliance with this Clause, and shall make available to The Academy all
information, systems and staff necessary for The Academy (or its third party auditors) to conduct such audit. The Practitioner acknowledges that The Academy (or its third party auditors) may enter
its premises for the purposes of conducting this audit, provided that The Academy gives it reasonable prior notice of its intention to audit, conducts its audit during normal business hours, and takes
all reasonable measures to prevent unnecessary disruption to The Practitioner’s operations. The Academy will not exercise its audit rights more than once in any twelve (12) calendar month period,
except (i) if and when required by instruction of a competent data protection authority; or (ii) The Academy believes a further audit is necessary due to a Security Incident suffered by The Practitioner.
21. General Provisions
21.1 Choice of Law and Jurisdiction
(a) This Agreement shall be governed by and construed according to English law.
(b) All disputes between the Parties concerning this Agreement shall be subject to the exclusive jurisdiction of the High Court in London.
(c) Without prejudice to Clauses 21.1(a) and 21.1(b) above The Academy shall nevertheless still have the right to apply at any time for injunctive, other interlocutory or emergency relief to any competent
court.
21.2 Language. This Agreement is drawn up in the English language. If this Agreement is translated into another language, the English language text will in any event prevail. All notices and other
communications under this Agreement will be in English. All legal proceedings will be conducted in English.
21.3 Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from
events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the
period of delay or non-performance continues for sixty (60) days, the party not affected may terminate this agreement by giving ten (10) days’ written notice to the affected party.
21.4 Assignment
(a) The Academy may assign, transfer or novate this Agreement and the rights and obligations under it to any other party at any time and shall inform The Practitioner thereof in writing within a reasonable
time thereafter. In the event of any such assignment, transfer or novation, in consideration of The Academy procuring for The Practitioner an undertaking from the assignee/transferee to be bound by
The Academy’s obligations under this Agreement The Practitioner will re-execute this Agreement with the assignee/transferee if The Academy (or the assignee/transferee/or novatee) requires it to do
so. If The Practitioner shall fail to comply with the provisions of this Clause it irrevocably appoints The Academy as its agent with full authority to re-execute this Agreement with the assignee/transferee.
(b) This Agreement is personal to The Practitioner, which may not without Approval, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract
or otherwise delegate any of its obligations hereunder.
21.5 Severability. If any item or provision contained in this Agreement or any part thereof (in this Clause called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any
reason whatsoever the other terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the Offending Provision appearing herein. In
the event that the exclusion of any Offending Provision shall, in The Academy’s opinion, adversely affect either The Academy’s right to receive payment of all or any fees or remuneration by whatever
means payable to The Academy or the Marks or The Academy’s methods of business then The Academy shall have the right to terminate this Agreement on thirty (30) days written notice given in
writing to The Practitioner.
21.6 No Waiver. Neither The Academy’s failure to exercise any power given to The Academy hereunder or to insist upon strict compliance by The Practitioner with any obligation hereunder nor any custom
or practice of The Practitioner or The Academy shall constitute any waiver of any of The Academy’s rights under this Agreement. Waiver by The Academy of any particular default by The Practitioner
must be in writing and shall not affect or impair The Academy’s rights in respect of any subsequent default of any kind by The Practitioner nor shall any delay by or omission of The Academy to exercise
any rights arising from any of The Practitioner defaults affect or impair The Academy’s rights in respect of the said default or any default of any kind.
21.7 Indemnity. The Practitioner hereby indemnifies The Academy and hold The Academy and its Affiliates (“Indemnified Parties”) harmless against all Loss, as well as any injuries or depletion of goodwill,
incurred by the Indemnified Parties as a direct or indirect result of The Practitioner’s conduct of The Practitioner’s Business. This indemnity is freely assignable.
21.8 Construction. This Agreement is the result of negotiations among, and has been reviewed by, The Academy and The Practitioner. Accordingly, this Agreement shall be deemed to be the product of
both Parties, and no ambiguity shall be construed in favour of, or against, The Academy or The Practitioner.
21.9 Notices. Any notice (the “Notice”) required to be given for the purposes of this Agreement shall be given by sending the same by courier of international repute to, or sending an email to, or by
delivering the same by hand at, the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the Party hereto concerned as
being its address for the purposes of this Clause. Any Notice so sent by courier shall be deemed to have been served two (2) days after receipt by the courier and in proving this service it shall be
sufficient proof that the Notice was properly addressed and received by the courier. Any Notice delivered by hand shall be deemed to have been served on the next business day following the date of
delivery thereof. Any Notice sent by email shall be deemed to have been served on the next business day following the date of transmission.
21.10 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same
instrument. Fax signatures will be valid and binding.
21.11 Representations and Acknowledgments
(a) The Practitioner acknowledges that it has been told that if there are any pre-contractual statements which it considers have been made to it which would have induced it to enter into this Agreement
The Practitioner is obliged to submit particulars thereof to The Academy so that any misconceptions or misunderstandings can be resolved after which an agreed form of pre-contractual statements on
which The Practitioner has relied may be annexed to and form part of this Agreement.
(b) The Practitioner acknowledges that it has been given the opportunity to provide to The Academy particulars of such pre-contractual statements which The Practitioner considers have been made
to it which would induce it to enter into this Agreement and agree that it shall be deemed not to have relied upon any pre-contractual statements made or given or purportedly made or given by The
Academy unless such a written statement is annexed hereto.
(c) The Practitioner acknowledges that the primary purpose of its appointment is to provide Consultations and that the sale of Products is secondary to this role. In the event that The Practitioner does not,
in The Academy’s reasonable opinion, conduct itself in accordance with this understanding The Academy shall be entitled to terminate this Agreement with immediate effect.
21.12 Entire Agreement.
This Agreement (including the Policies and Procedures) therefore contains the entire agreement between the Parties and accordingly no pre-contractual statements shall add to or vary this Agreement
or be of any force or effect and unless such pre-contractual statements are either contained in this Agreement or in an annexure The Practitioner waives any right it may have to sue for damages and/or
rescind this Agreement.
21.13 Third Party Rights. Save in respect of The Academy’s Affiliates, the Parties to this Agreement do not intend that any term shall be enforceable by a third party as defined in the Contracts (Rights of
Third Parties) Act 1999 (the “Act”) under the provisions of the Act.
21.14 Approvals. Any approval or consent given under this Agreement will only be valid if given in writing by one of The Academy’s directors or duly authorised officers.
21.15 No Partnership or Joint Venture. Nothing in this Agreement shall create a partnership or joint venture between the Parties and save as expressly provided in this Agreement no Party shall enter
into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.
21.16 Variations. No variation of any terms of this Agreement which are specific to The Practitioner will be effective unless it is in writing and signed by or on behalf of the Parties by a director or other
authorised party. Notwithstanding the foregoing, The Academy reserves the right to unilaterally vary any term of this Agreement which is not specific to The Practitioner, provided that it applies to all
practitioners and The Academy provides The Practitioner with written notice of such variation.
21.17 Further Assurance. Each Party must do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this
Agreement.
21.18 Registration. Where any Legal Requirement provides that this Agreement must be registered in any manner or at any place or, in The Academy’s opinion, such a registration is desirable, The
Practitioner will consult with The Academy and diligently register this Agreement at its sole cost within any prescribed time limits or, if requested by The Academy, will assist The Academy in registering
this Agreement.
Definitions and Interpretation
In respect of this Agreement the following expressions will have the meaning attributed to them:
1. Definitions
“Agreement” this Academy Agreement, including the Recitals, and the Schedules attached hereto;
“Affiliate” or “Affiliates” any person or entity that directly or indirectly Controls or is Controlled by or is under common Control with any other person or entity;
“Approve” means The Academy’s prior written approval which The Academy may give or withhold at its sole discretion, and “Approval” and “Approved” shall be interpreted accordingly;
“Approved Consultations” means the consultations which are described in the Policies and Procedures;
“Certificate” means the course completion certificate issued by The Academy certifying that The Practitioner has completed the requisite levels of training;
“Confidential Information” (i) any Academy trade secrets, processes, designs, the Materials, the Policies and Procedures, know how or other confidential information relating to the Products
and Approved Consultations; (ii) the terms of this Agreement; and (iii) information disclosed under, or in connection with, this Agreement that is marked at the time of disclosure as proprietary or
confidential, or, from the circumstances surrounding disclosure, should reasonably be understood to be confidential information of The Academy. Confidential Information, however, does not
include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of The Practitioner; (b) The Practitioner can demonstrate
to have had rightfully in its possession prior to receiving it from the disclosing party; (c) is independently developed by The Practitioner without the use of any confidential information of The
Academy; or (d) The Practitioner rightfully obtains from a third party who has the right to transfer or disclose it without restriction;
“Continuing Professional Development” means the annual continuing professional development courses which are provided by The Academy or its nominee and which The Practitioners
are required to do in order to maintain their Certificate;
“Continuing Professional Development Target” means at least twelve (12) hours per year or twenty four (24) hours over two (2) years in the event that the Term is two (2) years;
“Control” the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise and “Controlled” and “Controlling” shall be construed accordingly;
“Data” as defined in Clause 20.2;
“Effective Date” means the date on which this Agreement is signed by The Practitioner;
“Force Majeure Event” means any event or circumstance not in existence on the date of this Agreement beyond the reasonable control of any party including: labour dispute unless it
involves the workforce of such party or its Affiliates; civil commotion, terrorist attack, blockade, embargo or armed conflict; fire, explosion, storm, lightning, flood, drought or other extreme
weather conditions, earthquake, subsidence or other natural physical disaster or nuclear, chemical or biological contamination; epidemic or pandemic; malicious damage to or breakdown of
plant, machinery or vehicles which have been adequately maintained; interruption or failure of a utility service or transport network or the internet; and compliance with any applicable Legal
Requirement or any action by a government or public authority including imposing an export or import restriction, quota or prohibition;
“Incapacitated” means that a person is unable due to physical or mental incapacity or ill health to take a full active role in the day to day running of The Practitioner’s business for periods which
are collectively of more than six (6) months during the Term or for periods which are collectively of more than thirty (30) days in a consecutive twelve (12) month period or for periods which are
more than thirty (30) consecutive days;
“Legal Requirements” are all laws, statutes, ordinances, rules, regulations, permits, licences, authorisations, directions and requirements of any governments or regulatory authorities that
now or hereafter may be applicable to this Agreement or to The Practitioner’s Business and its legal capability to carry on The Practitioner’s Business in the Country and the operation thereof,
including those relating to intellectual property rights, building, health, safety and environmental matters, e-commerce and distance selling regulations, advertising regulations and industry
codes of conduct and consumer protection regulations;
“Local Currency” is the official currency of the Country;
“Loss” means all direct or indirect losses (including any loss of profit, consequential loss, loss of business, and like loss), damages, expenses, liabilities, claims, demands, proceedings,
judgments, settlements, penalties, fines, costs (including reasonable legal costs, other reasonable professional costs and the costs of enforcements) and the expenses of investigating and
defending any claims (including reasonable legal fees and disbursements, reasonable consultants’ fees and disbursements and other reasonable professional fees and disbursements)
whatsoever;
“Marks” means the trade marks for the Country which are described in the Policies and Procedures;
“Materials” the materials (in any form whatever) supplied by The Academy to The Practitioner including catalogues, consultation sheets, promotional and marketing literature;
“Membership Renewal Fee” means The Academy’s standard annual membership renewal fee for The Practitioners, which is currently sixty pounds (£60) for one (1) year or one hundred and
twenty pounds (£120) for two (2) years;
“Policies and Procedures” the policies and procedures communicated in writing by The Academy to The Practitioner from time to time (including by being made available via the resources
section of the Principal Website) relating to various aspects of The Academy’s business, including the use of the Marks and advertising and promotional activities. The Policies and Procedures
include The Academy’s brand guidelines and the Level 3 course materials;
“The Practitioner’s Business” is The Practitioner’s business of providing Approved Consultations and selling Products to Recipients in the Country in accordance with the terms of this
Agreement;
“The Practitioner Membership Fee” means The Academy’s standard annual membership fee for The Practitioners, which is currently sixty pounds (£60) for one (1) year or one hundred and
twenty pounds (£120) for two (2) years;
“The Practitioner’s Social Media Pages” as defined in Clause 10;
“The Practitioner’s Website” as defined in Clause 10;
“Products” the products manufactured by The Academy’s Affiliates or their licensees and as notified by The Academy to The Practitioner from time to time for distribution in the Country;
“Price List” The Academy’s Affiliate’s price list for the Products, as amended by The Academy’s Affiliate’s from time to time at The Academy’s Affiliate’s sole discretion but subject always to The
Academy providing to The Practitioner at least thirty (30) days’ prior written notice before such changes are deemed to take effect;
“Principal Website” means the website located at https://www.aura-soma.com, or such other domain as The Academy shall notify The Practitioner of in writing from time to time;
“Recipients” means members of the public who are resident in the Country and who apply for an Approved Course;
“Reserved Countries” means all countries within the world in respect of which The Academy has appointed another distributor or The Practitioner or which The Academy has reserved to itself
or other potential distributors or The Practitioners;
“Supply Terms” means the standard terms and conditions of supply which govern the supply of Products by The Academy’s Affiliate to The Practitioner, as notified to The Practitioner and
updated by The Academy’s Affiliate from time to time;
“System” means the methods developed by The Academy and its Affiliates in relation to using and applying the Products as set out in the Policies and Procedures or as otherwise
communicated to The Practitioner;
2. Interpretation
In this Agreement, unless the context clearly indicates another intention:
(a) a reference to any gender includes other genders and the singular includes the plural and vice versa;
(b) any reference to a person will include natural persons and partnerships, firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever
kind and however constituted;
(c) a Clause, Schedule or party is a reference to a Clause of or a Schedule or party to this Agreement. The Schedules and Background form part of this Agreement and any
reference to this “Agreement” includes the Schedules and Background;
(d) obligations undertaken by more than a single person, company or firm are joint and several obligations;
(e) a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the
statutory provision;
(f) a document is a reference to the document as from time to time supplemented or varied;
(g) writing includes email and similar means of communication;
(h) a number of days will be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day which is not a normal working day in both England aand the Country
in which case the last day will be the next succeeding day which is a normal working day in both England and the Country;
(i) the headings, sub-headings and marginal notes are for convenience only and will not affect the construction of this Agreement;
(j) all references to “paragraphs” in the Schedules are references to paragraphs in that specific Schedule unless otherwise stated;
(k) the words “include”, “includes”, “including” and “such as” are to be construed as if they were immediately followed by the words “without limitation”; and
(l) any reference to an English legal term or concept shall, in respect of any jurisdiction other than England, be interpreted to mean the nearest and most appropriate analogous term or concept as
the context reasonably requires to the English term in the legal language in that jurisdiction so as to produce as nearly as possible the same effect in relation to that jurisdiction as would be the
case in relation to England.
