Luminesce Coaching Limited: Terms & Conditions
1. Introduction
1.1 These Terms are a contract between you and Luminesce Coaching Limited, a company incorporated under the laws of England and Wales with registered number 14372957 with its registered office at 205 Outgang Lane, Dinnington, Sheffield, S25 3QY (we, us).
1.2 References to you or your are to the company or other organisation accessing the Coaching Services. The person who enters these Terms confirms that it has your authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.
2.1 Definitions and Interpretation
In these Terms, the following words have the following meanings:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Client Content: all material and/or documents provided to us in order to assist us to provide the Coaching Sessions;
Confidential Information: has the meaning given to it in Condition 11;
Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018.
Coaching Services: the provision of and access to the Coaching Sessions and Coaching Session Materials set out in our invoice;
Coaching Session: the in person and/or virtual coaching sessions that we have agreed to provide to you set out in our invoice including our Formula to Thrive™ programme or our training/workshop/CPD days;
Coaching Session Materials: any materials provided to you and/or the Personnel relating to the Coaching Session whether in hard copy or electronic form;
Fee: the fees due for the Coaching Services set out in our invoice;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress,
rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Personal Data: shall have the meaning given to it in the Data Protection Legislation; and
Personnel: you and/or your employees as the case may be, each as authorised to access the Coaching Services.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 The headings shall not affect the interpretation of these Terms.
2.4 References to Conditions are references to the numbered provisions of these Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
3. Coaching Services
3.1 We shall provide the Coaching Services with reasonable skill and care and in accordance with applicable laws.
3.2 You agree that in order to maximise the potential of the Coaching Services, we require Personnel to participate actively, honestly and fully and to devote sufficient time and effort to carry out follow up activities as suggested to them.
3.3 You understand and agree that the Coaching Services are not and are not intended to be medical advice or a replacement for any medical advice. The Coaching Services should not be used in isolation. The Coaching Services include emotional health coaching which you agree is not a form of counselling or therapy. If you wish to do so, it may be effective to use counselling and/or therapy services alongside the Coaching Services.
4. Coaching Session
4.1 Coaching Sessions may be delivered virtually or in person, in groups or one-to-one sessions as agreed in writing.
4.2 Unless otherwise agreed, you shall arrange the location for any in person Coaching Session and you shall ensure that all necessary facilities and equipment shall be made available to our presenters and your Personnel. You warrant and represent that the number of
Personnel attending an in person Coaching Session shall be no more in number than the legal number permitted at the location and no more than set out in our invoice. Each of us shall comply with all health, safety and security rules that apply to the location for the in person Coaching Session Coaching Session together with the provisions of the health and safety laws and regulation including the Health & Safety at Work etc. Act 1975, the Equalities Act 2010 and the Protection from Harassment Act 1997 in attending the in person Coaching Session.
4.3 For any virtual Coaching Sessions, you agree that we are not responsible for any act or omission of such third party platform, including where such act or omission means that either we cannot deliver and/or you cannot access a Coaching Session. In such circumstances, neither party shall have any liability to the other and we shall work together to rearrange a suitable time for the Coaching Session.
4.4 No recording or photographs may be made of all or part of a Coaching Session without our prior written consent.
4.5 Once the Order is agreed, you may not withdraw from or cancel the Coaching Services. We shall work together to agree the times and dates for each individual Coaching Session and it will be confirmed in writing. If once we have agreed such times and dates, you wish to postpone or change the agreed location or format of a Coaching Session, you must notify us as soon as reasonably practical and within 14 days of the proposed Coaching Session and we shall work together to agree a revised date. However, you agree that if your Personnel are unable to attend a Coaching Session, or if proposed changes are within 14 days of the Coaching Session, and if we have not agreed an alternative date and time, you are not entitled to any refund of any fee paid.
4.6 If we are required to postpone a Coaching Session for any reason, we shall notify you as soon as reasonably practical and we shall work together to agree a revised date. If we are unable to do so, we shall refund you the Fee paid for the Coaching Session that we postpone.
4.7 The suitability of a Client or Individual to participate in or receive access to Coaching Services shall be agreed by the Client or Individual and Luminesce Coaching Ltd during the preparation of the Order, verbally and then in writing. Once Coaching services have commenced, if the Client or Individual decides to withdraw from the agreement for any reason then any refund of Fee paid or transfer of coaching services to another Client or Individual is at the discretion of Luminesce Coaching Ltd and is not guaranteed.
5. Coaching Session Materials
5.1 We grant you and the Personnel the right to access and use the Coaching Session Materials for your own professional purposes. This right is non-exclusive and non-transferable.
5.2 You may not and shall procure that your Personnel do not copy or distribute the Coaching Session Materials without our prior written consent, including to any other employee. Only Personnel who have attended a Coaching Session may use the Coaching Session Materials.
6. Client Content
6.1 From time to time, at our request, you shall provide such Client Content as agreed or as we reasonably require properly to prepare the Coaching Services. If you fail to comply with this requirement, we shall discuss with you the impact on our ability to provide the Coaching Services and the Fee, and we shall each act reasonably to agree any adjustment to the Fee to reflect any resulting increase in the Coaching Services.
6.2 You warrant and represent that the Client Content will not:
(a) breach the provisions of any law, statute or regulation including any data protection laws
and/or regulations;
(b) infringe the IP Rights or other legal rights of any person;
(c) be made in breach of any legal duty owed to a third party, such as a contractual duty or a
duty of confidence;
(d) contain any Personal Data unless you have the right under the Data Protection Legislation to
allow us to use such Personal Data for the provision of the Coaching Services;
(e) be deliberately or knowingly false, inaccurate or misleading; and/or
(f) give rise to any cause of action against us.
7. Fees, Expenses and Payment
7.1 All invoices are due in full and clear funds without deduction or set off within 28 (twenty eight) days of the date set out on the invoice. If any payment is not received in full and cleared within 5 (five) Business Days after the due date, and without prejudice to any other rights and remedies available to us, we may:
(a) suspend your access to and our provision of the Coaching Services;
(b) terminate the licence to you and your Personnel to use the Coaching Sessions Materials;
and/or
(c) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.2 The Fee is exclusive of taxes, and you shall pay all taxes or other similar charges you are legally required to pay.
7.3 The Fee is also exclusive of expenses, such as call costs for virtual Coaching Sessions, and hotel, subsistence, travel and other ancillary expenses for in person Coaching Sessions reasonably incurred by us in our provision of the Coaching Services. Unless otherwise agreed, you will reimburse us for these expenses within 30 (thirty) days of receipt by you of an invoice for the expense in question.
Electronic evidence of expenses incurred can be provided on request.
8. Intellectual Property
8.1 All IP Rights in the Coaching Services are owned by us or have been licensed to us. You may not copy, distribute or otherwise use any of our IP Rights except as set out in these Terms without our prior written consent. If you do so, you shall indemnify and keep indemnified us, our directors and employees from and against all losses, costs, claims, expenses, fines and damages that we may suffer or incur as a result of such unauthorised use.
8.2 You and/or your licensors shall remain the owner of all IP Rights in the Client Content.
8.3 You shall promptly notify us of any claim, notification or allegation that you receive that your use of the Coaching Services infringes the IP Rights of any third party (a Claim). For the avoidance of doubt, this Condition 8.3 does not apply to any claim in respect of the Client Content. You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make
settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by
stopping using any Coaching Session Materials that are the subject of the claim.
8.4 On receipt of a notice under Condition 8.3, we shall at our sole expense either procure for you the right to continue using the Coaching Services or modify or replace the infringing part to avoid the infringement.
8.5 You shall not, and shall procure that the Personnel shall not use the Coaching Session Materials or any information learnt as part of the Coaching Services to coach other individuals without our prior written consent.
9. Marketing
9.1 Either party shall be entitled to publicise the existence of their relationship under these Terms including in marketing material.
9.2 In exercising its rights under Condition 9.1, neither party will do anything that may damage the reputation of the other party or bring that other party into disrepute.
10. Confidential Information
10.1 Confidential Information shall mean all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, or authorised agents, plans,
proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
10.2 The Receiving Party shall not use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.
10.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees and representatives to the extent that they need to know the same in order to carry out its obligations under these Terms and where those employees and representatives are bound by written obligations of confidentiality and non-use and such obligations apply to the
Confidential Information disclosed to them.
10.4 The provisions of Conditions 10.1, 10.2 and 10.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or
omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority
competent to require disclosure.
11. Personal Data
11.1 You acknowledge that we determine what personal data is required to provide the Coaching Services and we determine how we use a such personal data in order to provide the Coaching Services . Accordingly, we are the controller (as such term is defined in the Data Protection Legislation) of the Personnel’s Personal Data and accordingly, we shall process the Personnel’s Personal Data in accordance with our obligations as a controller under the Data Protection Legislation and in accordance with our privacy policy.
12. Termination
12.1 Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating the Coaching Services with immediate effect if:
(2) the other party commits any material breach of any of the terms of these Terms and if
such breach is capable of remedy fails to remedy that breach within 14 (fourteen) days
of being notified of the breach; or
(3) the other party enters into liquidation compulsorily or voluntarily or compounds with its
creditors or has an administrator, receiver or administrative receiver appointed over all or any part of
its assets or takes or suffers any similar action in consequence of debt (except where any action
occurs for the purposes of reconstruction or amalgamation whilst solvent).
12.3 Expiry or earlier termination of the Coaching Services shall not affect the accrued rights of the parties. Notwithstanding expiry or earlier termination, the following Conditions shall remain in force: Clauses 1 (Definitions and Interpretation), 6.2 (Client
Content), 9 (Marketing),10 (Confidential Information), 12.3 (Termination), 13 (Warranties
and Liability) and 20 (Governing Law and Jurisdiction).
13. Warranties and Liability
13.1 We warrant that we will provide the Coaching Services using reasonable skill and care and in accordance with all applicable laws. However, you agree that the Coaching Services do not constitute any form of advice, recommendation or arrangement.
13.2 We warrant that we will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption and put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet our statutory responsibilities.
13.3 Except as set out in these Terms, and to the extent permitted by law, no representation, warranties and/or conditions are given or assumed by us in relation to the Coaching Services, and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms. In particular, we do not warrant that the Coaching Services are fit for your particular purposes, nor that any particular result in relation to the Personnel’s professional abilities will be achieved or achievable as a result of the Coaching Services.
13.4 We shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time;
(f) any kind of special, indirect, consequential loss or pure economic loss; and/or
(g) error, omission, failure to operate, loss or damage arising as a result of any error,
omission or inaccuracy in the Client Content.
You agree that the provisions of this Condition 13.4 are severable.
13.5 Our total liability to you for all claims or series of claims under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Fee paid by you for the Coaching Services that are the subject of the claim in the 12 months preceding the date the claim arose.
13.6 Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
14. Force Majeure
14.1 For the purposes of this Condition 14, an Event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or
subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.
14.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an Event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the Event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
14.3 If performance of any obligation under these Terms is prevented, hindered, or delayed due to an Event of Force Majeure either party shall be entitled to terminate these Terms on written notice to the other party.
14.4 The provisions of Condition 14 shall not be relied on in relation to the inability to pay any Fees due under these Terms.
15. Transferring rights
15.1 We may transfer our obligations and rights under these Terms to a third party. This may happen, for example, if we sell our business. If this happens, we will notify you in writing. Your rights under these Terms will not be affected and our obligations under these Terms will be
transferred to the third party who will remain bound by them.
15.2 You may not transfer your obligations and rights under these Terms without our express prior written permission.
16. Third party rights
16.1 These Terms are between us and you. They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
17. Severability
17.1 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, then such provision shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
18. No waiver
18.1 No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
19. Dispute Resolution
19.1 If a dispute arises between the parties under these Terms, then within 5 (five) Business Days of the dispute arising, the dispute shall be escalated by each of the parties to a director. If the directors are unable to resolve the dispute within 10 (ten) Business Days, then the parties shall be entitled to pursue legal action under Condition 20.
19.2 Nothing in Condition 19.1 shall prevent a party taking action under Condition 20 in respect of misuse of the Coaching Services.
20. Governing law and Jurisdiction
20.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.
Last updated January 2023 and exceed no more than agreed.
- Privacy Policy
1. Introduction
We take your privacy very seriously and are committed to protecting your personal data. This Privacy Policy details how we, Luminesce Coaching Ltd (we, us) collect, use and process personal data. If you have any questions on this Privacy Policy or otherwise relating to how
we process your personal data you can contact us at contact@formulatothrive.co.uk.
This Privacy Policy affects your legal rights and obligations so please read it carefully. If you do not agree to be bound by this Privacy Policy, please do not provide personal data to us. We may update this Privacy Policy from time to time at our discretion and in particular to
reflect any changes in applicable laws. If we do so, and the changes substantially affect your rights or obligations, we shall notify you if we have your email address. Otherwise, you are responsible for regularly reviewing this Privacy Policy so that you are aware of any changes to
it. We are the controller of the personal data provided to us for the purposes of applicable data protection legislation.
2. Whose personal data do we collect?
By personal data we mean identifiable information about you. We may collect, use, store and transfer different kinds of personal data about you:
-Contact Data includes data such as your email address, telephone number and correspondence address
-Identity Data includes data such as first name, last name, date of birth, gender, job title.
-Financial Data includes card payment details;
-Technical and Usage Data includes data such as internet protocol (IP) address, your login data, browser type and version, cookies, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our website and any communications we may send to you
-Usage Data includes information about how you use our website.
-Marketing Data includes your preferences in receiving marketing from us and your communication preferences.
– Special Category Data which includes information relating to your race or ethnic origin, political opinions, religious beliefs of other beliefs of a similar nature, physical or mental health or condition, sex life and sexual orientation
Personal data you provide to us
From time to time you may provide to us personal data. This may be because:
– You access our website;
– We provide services to you;
– You provide feedback or reviews to us, respond to a survey or questionnaire;
– You otherwise contact us including with queries, comments or complaints.
We shall process all such personal data in accordance with this Privacy Policy. Certain personal data is mandatory to be provided to us in order that we can fulfil your request and we shall make this clear to you at the point of collection of the personal data. All personal data that you provide to us must be true, complete and accurate. If you provide us with inaccurate or false data, and we suspect or identify fraud, we will record this and we may also report this to the appropriate authorities. When you contact us by email or post, we may keep a record of the correspondence and we may also record any telephone call we have with you.
Personal data we receive from others
It maybe that your employer, such as an NHS trust, has provided your personal data to us in order that we can provide our services to you. We shall deal with all such personal data in accordance with the terms of this Privacy Policy. We may also receive personal data about you from our IT service partners and our payment service providers.
3. Sensitive Category Data
We are very mindful of the sensitivities and additional legal requirements relating to the processing of Sensitive Category Data. Please note that you are not obliged to provide Sensitive Category Data to us, but it is possible that you will do so when we are providing
services to you. You agree that by providing Sensitive Category Data to us, you consent to us using that Sensitive Category Data to provide the services to us. We shall limit our use of this Sensitive Category Data only to the provision of the services notwithstanding any other
provision of this Privacy Policy.
4. Legal basis for processing your personal data
We will only use your personal data where we have a lawful basis to do so. The lawful purposes that we rely on under this Privacy Policy are:
– consent (where you choose to provide it);
– performance of our contract with you;
– compliance with legal requirements; and
– legitimate interests. When we refer to legitimate interests we mean our legitimate business interests in the normal running of our business which do not materially impact your rights, freedom or interests.
We may from time to time need to use your personal data to comply with any legal obligations, demands or requirements, for example, as part of anti-money laundering processes or to protect a third party’s rights, property, or safety.
We may also use your personal data for our legitimate interests including:
– to deal with any questions or comments you raise;
– in connection with, or during negotiations of, any merger, sale of assets, consolidation or restructuring, financing, or acquisition of all or a portion of our business by or into another company;
– to improve our website and services;
– for audit purposes; and
– to contact you about changes to this Privacy Policy as set out above.
5. Who do we share your data with?
For our legitimate interests, we may share your personal data with our service providers, sub-contractors and agents that we may appoint to perform functions on our behalf and in accordance with our instructions, including delivery companies, payment service providers, IT
service providers, accountants, auditors and lawyers. We may also share your personal data with any third party who might be involved in connection with, or during negotiations of, any merger, sale of assets, consolidation or restructuring, financing, or acquisition of all or a
portion of our business by or into another company. We shall provide our service providers, sub-contractors and agents only with such of your
personal data as they need to provide the service for us and if we stop using their services, we shall request that they delete your personal data or make it anonymous within their systems.
6. Where we hold and process your personal data
Some or all of your personal data may be stored or transferred outside of the United Kingdom for any reason, including for example, if our email server is located in a country outside the United Kingdom or if any of our service providers are based outside of the United Kingdom.
Where your personal data is transferred outside the United Kingdom, it will only be transferred to countries that have been identified as providing adequate protection for personal data or to a third party where we have approved transfer mechanisms in place to protect your personal data.
7. Security
We shall process your personal data in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage. In particular, access is restricted to employees who
need to know your personal data, and we use appropriate password protection and appropriate strong encryption electronic measures within our electronic data management systems. However, unfortunately, because of the nature of electronic storage, we cannot promise that
your personal data or any other data you provide to us will always remain secure. If there is a security breach, we will do all that we can as soon as we can to stop the breach and minimise the loss of any data.
8. Marketing
You may consent to receive marketing email messages from us about our services. You can choose to no longer receive marketing emails from us by contacting us or clicking unsubscribe from a marketing email. Please note that it may take us a few days to update our records to
reflect your request. If you ask us to remove you from our marketing list, we shall keep a record of your name and email address to ensure that we do not send to you marketing information.
9. Your rights
You have a number of rights under applicable data protection legislation. Some of these rights are complex, and not all of the details have been included below. Further information can be found here
– Right of access: You have the right to obtain from us a copy of the personal data that we hold for you.
– Right to rectification: You can require us to correct errors in the personal data that we process for you if it is inaccurate, incomplete or out of date.
– Right to portability: You can request that we transfer your personal data to another provider.
– Right to restriction of processing: In certain circumstances, you have the right to require that we restrict the processing of your personal information.
– Right to be forgotten: You also have the right at any time to require that we delete the personal data that we hold for you, where it is no longer necessary for us to hold it. However, whilst we respect your right to be forgotten, we may still retain your personal data in accordance with applicable laws.
– Right to stop receiving marketing information: You can ask us to stop sending you information about our services.
We reserve the right to charge an administrative fee if your request in relation to your rights is manifestly unfounded or excessive. If you have any complaints in relation to this Privacy Policy or otherwise in relation to our processing of your personal data, please tell us. We shall review and investigate your complaint and try to get back to you within a reasonable time. You can also contact the
Information Commissioner, see http://www.ico.org.uk or if you are based outside of the United Kingdom, please contact your local regulatory authority
10. Retention of personal data
Subject to the provisions of this Privacy Policy, we will retain personal data in accordance with applicable laws. In particular, we shall retain your personal data for as long as you access or use our services. However, we may also be required to retain personal data for a particular period of time to comply with legal, auditory or statutory requirements, including requirements of HMRC in respect of financial documents.
Where we have no legal basis for continuing to process your personal data, we shall either delete or anonymise it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal
information and isolate it from any further processing until deletion is possible.
11. General
If any provision of this Privacy Policy is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
This Privacy Policy shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts.
Last updated: March 2024