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Manage My Training

TERMS AND CONDITIONS

1.                          Welcome to Manage My Training
   1.                     These terms and conditions (the Terms) govern the supply and use of Manage My Training.
   2.                     Please read these Terms carefully before subscribing as they set out the basis on which ManageMy makes Manage My Training available for use by the Customer and its Authorised Users. Once accepted, these Conditions will create a legally binding contract for the provision of Manage My Training by ManageMy to the Customer.
2.                          Definitions and Interpretation
   1.                     In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

2.                     Condition headings shall not affect the interpretation of these Terms and references to Conditions are to the Conditions of these Terms.
3.                     A reference in these Terms to:
   1.               a person shall include an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns;
   2.               the singular shall include the plural and vice versa and a reference to one gender shall be a reference to the other gender and matter and vice versa;
   3.               a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision;
   4.               writing or written excludes fax; and
   5.               include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.
4.                     Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

3.                          The Contract
   1.                     The Contract shall come into effect at the time the Customer clicks the “Accept” button (the Commencement Date) and shall continue until terminated in accordance with Condition 13 (the Term).  On completion of the subscription process, ManageMy shall send confirmation of the Subscription and activation of the Account to the Customer.
   2.                     The Contract is made up of the following:
      1.               these Terms; and
      2.               the Schedules attached to these Terms,

and these Terms apply to the Contract to the exclusion of any other terms which the Customer and/or any Authorised User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.                     If there is any conflict or ambiguity between the terms of the documents listed in Condition 3.2, a term contained in a document higher in the list shall have priority over a term contained in a document lower in the list.

4.                          Subscription
   1.                     Subject to the Customer paying the Charges and complying with these Terms, ManageMy :
      1.               agrees to provide Manage My Training with reasonable care and skill and in accordance with the requirements of any applicable law;
      2.               grants the Customer a non-exclusive, non-transferable right for those Authorised Users that the Customer has a User Subscription for to view, access and use Manage My Training for the Customer’s internal business purpose of supplying professional fitness training services to its Clients only; and
      3.               shall use its reasonable endeavours to provide the Support in accordance with the provisions of Schedule 2;

during the Term and in each case, in accordance with and as required by the Contract.

2.                     At the time of subscribing to Manage My Training, the Customer shall be provided with details of:
   1.               the number of User Subscriptions purchased and forming part of the Subscription;
   2.               the maximum number of Uploaded Materials an Authorised User may upload to their Authorised User Area per Client.
3.                     If the Customer wishes to; (i) increase the number of User Subscriptions it has in place from time to time; (ii) increase the number of Uploaded Materials that can be uploaded by an Authorised User to their Authorised User Area, or (iii) request Support to be provided outside of Working Hours or make any other changes to its Subscription (each an Additional Service), it shall notify ManageMy in writing of its request and requirements.   ManageMy will evaluate such request and:
   1.               where ManageMy approves the increase to the number of User Subscriptions and subject to the Customer paying the Charges for such increase, be deemed to have granted User Subscriptions for that number of additional Authorised Users, and the number of User Subscriptions shall be increased accordingly;
   2.               where ManageMy approves the increase in the number of Uploaded Materials that can be uploaded by an Authorised User to their Authorised User Area, ManageMy shall be entitled to revise the existing Charges and/or charge Additional Charges in respect of such increase and shall notify the Customer of the same and subject to payment by the Customer of such Charges, ManageMy shall make such changes to the Account to allow the upload of the additional number of documents forming the Uploaded Materials as agreed with the Customer; and
   3.               where ManageMy is willing and able to provide the requested Additional Services, ManageMy shall be entitled to revise the Charges and/or charge Additional Charges and make such changes to these Terms as ManageMy deems necessary in its absolute discretion, in respect of such Additional Services.  Subject to the Customer paying such Additional Charges and complying with these Terms (as updated and amended) ManageMy shall provide the Additional Services.

5.                          Customer Obligations
   1.                     The Customer shall:
      1.               provide ManageMy with all necessary co-operation in relation to the Contract;
      2.               use all reasonable endeavours to prevent any unauthorised access to, or use of, Manage My Training and notify ManageMy promptly of any such unauthorised access or use;
      3.               obtain and maintain all other necessary licences, consents and permissions necessary to enable ManageMy to provide Manage My Training and Support and to perform its obligations under the Contract;
      4.               without affecting its other obligations under the Contract, comply with all applicable laws, including in connection with the Contract;
      5.               comply with its other responsibilities and obligations set out in the Contract in a timely and efficient manner and to act in good faith in the performance of the same;
      6.               on or around the Commencement Date, liaise with ManageMy in relation to determining the relevant access rights the Customer wishes to grant its Authorised Users (if any) in relation to accessing and using Manage My Training and/or any Client Records;
      7.               be responsible for any Authorised User’s breach of these Terms; and
      8.               notify ManageMy in advance where the Customer intends to introduce a change, discount, offer or other variation to its services or offerings via Manage My Training which could reasonably result in a significant increase its usage of or demand on Manage My Training.
   2.                     In relation to the Authorised Users, the Customer undertakes that:
      1.               the maximum number of Authorised Users, accessing and using Manage My Training shall not exceed the number of User Subscriptions it has in place from time to time;
      2.               each Authorised User shall:
         1.            maintain the confidentiality of all passwords and any login credentials issued by ManageMy to access Manage My Training;
         2.            not share or interchange their login credentials with any other Authorised User;
      3.               it shall ensure that all Authorised Users have the required skills, training and expertise to use Manage My Training.
   3.                     The Customer shall not, and shall procure and ensure that the Authorised Users shall not:
      1.               access, store, distribute, transmit, upload, or allow to be uploaded to Manage My Training any material (including Customer Data) that:

1.                      is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.                      facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory;
3.                      is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability;
4.                      is in a manner that is otherwise illegal or causes damage or injury to any person or property; and/or
5.                      contains any Viruses;
   2.               during a Virtual Meeting communicate, in any format, medium, manner or form, any language, communication or message that would satisfy the prohibited activities listed under Conditions 5.3.1(a) – 5.3.1(d) of these Terms;
   3.               attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of Manage My Training except to the extent expressly set out in the Contract or as may be allowed by any applicable law which is incapable of exclusion by contract between the Parties;
   4.               access all or any part of Manage My Training in order to build a product or service which competes with Manage My Training;
   5.               access or use Manage My Training for any purpose other than for the Customer’s internal business purposes;
   6.               attempt to obtain, or assist third parties in obtaining, access to Manage My Training; or
   7.               use Manage My Training to extract data that the Customer does not have the necessary rights, licences or consents to use;

and ManageMy reserves the right without liability to the Customer or prejudice to ManageMy ’s other rights, to disable the Customer’s and/or any Authorised Users’ access (as applicable) to Manage My Training if the provisions of this Condition 5.3 are breached.

4.                     ManageMy shall have the right to monitor and audit Authorised Users, access and use of Manage My Training in order to monitor compliance with the terms of the Contract. Where ManageMy identifies (in its sole, unfettered discretion) that:
   1.               any password has been provided to any individual who is not an Authorised User, then without prejudice to ManageMy ’s other rights, the Customer shall promptly disable such passwords; and/or
   2.               the Customer has permitted more Authorised Users to access and use Manage My Traininger than User Subscription the Customer has in place, the Customer shall immediately pay such Charges as notified by ManageMy for such Authorised Users in excess of the number of User Subscription the Customer has purchased and unless ManageMy agrees to such increase pursuant to Condition 4.3, the Customer shall disable access to Manage My Training in respect of those Authorised Users for which the Customer does not have a User Subscription.
5.                     The Customer may nominate itself or an Authorised User as an Admin User and the Customer shall, and shall procure that the Admin User shall:
   1.               be solely responsible for the creation of Authorised Users, including the privileges and access rights for each such Authorised User; and
   2.               keep strictly confidential any login credentials in respect of the Admin User’s Account and prevent any other person from using the Admin User’s Account.

6.                          Charges and Payment
   1.                     The Customer shall pay the Charges to ManageMy in accordance with this Condition 6.
   2.                     ManageMy shall be entitled to raise its invoice on a monthly basis in arrears, which shall confirm the Subscription Charges payable for that month and any Additional Charges payable in respect of Additional Services supplied during that month.
   3.                     The Customer shall pay the Charges immediately upon receipt of ManageMy ’s invoice for the same.
   4.                     All sums payable to ManageMy under the Contract:
      1.               are exclusive of VAT, which shall be added to the invoice(s) at the appropriate rate;
      2.               shall be paid in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law); and
      3.               shall be non-refundable.
   5.                     The Customer will pay interest to ManageMy in respect of the late payment of any sum due under the Contract both before and after judgment at the rate of 8% per annum above the base rate from time to time of the Bank of England or at the Courts' prescribed rate (whichever is the higher) compounded monthly from the due date until payment. 
   6.                     Notwithstanding ManageMy ’s right to increase the Charges in accordance with these Terms:
      1.               the Customer acknowledges and agrees that ManageMy makes Manage My Training available to its customers based on the assumption that each customer’s usage and demand shall fall within standard usage levels. Accordingly, where the Customer’s usage and/or demand (in the sole, unfettered discretion of ManageMy ) consistently exceeds such standard usage levels, the Customer shall be liable to pay such additional charges as ManageMy notifies the Customer as payable from time to time; and
      2.               ManageMy may increase and/or vary the Charges due under the Contract by giving not less than 30 days’ notice in writing to the Customer.
7.                          Data Protection
   1.                     The Customer acknowledges and agrees that:
      1.               all Client Data submitted to Manage My Training is obtained by the Customer, or its Authorised Users (as applicable), and accordingly the Customer shall remain liable at all times for ensuring that it has all necessary licences and consents to obtain and process such Client Data; and
      2.               the Customer remains liable for its own compliance under Data Protection Legislation and/or any other laws appliable to the Customer from time to time, and the Customer shall register with the Information Commissioner’s Office or such other applicable regulatory body for data protection purposes as required from time to time.
   2.                     Both Parties shall comply with their respective obligations set out within Schedule 1.
8.                          Updates
   1.                     The Customer agrees and acknowledges that ManageMy may:
      1.               make changes to Manage My Traininger and/or Support:

1.                      where ManageMy such changes are necessary to comply with any applicable laws; and

2.                      where such changes will not materially affect the nature or quality of Manage My Traininger and/or the Support; and
   2.               make changes to the terms of the Contract where ManageMy deems such changes necessary to comply with any applicable laws and the Customer agrees and acknowledges that by allowing Authorised Users to access or use Manage My Traininger following ManageMy ’s notification of such changes, the Customer is agreeing to such changes and to comply with these Terms as amended;
   3.               make such other changes to Manage My Training, Subscriptions and/or these Terms as ManageMy determines from time to time and ManageMy shall give the Customer 30 days’ written notice of such change and the Customer agrees and acknowledges that by allowing Authorised Users to access or use Manage My Traininger following the expiry of such notice period, is agreeing to such changes and to comply with these Terms as amended.

9.                          Intellectual Property Rights
   1.                The Customer acknowledges and agrees that ManageMy and/or its licensors own all Intellectual Property Rights in Manage My Training. Except as expressly stated herein, the Contract does not grant to the Customer and/or any Authorised User any rights to, under or in any Intellectual Property Rights, or any other rights or licences in respect of Manage My Training.
   2.                The Customer shall indemnify ManageMy against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ManageMy arising out of or in connection with any claim by a third party alleging that use of all or any part of the Customer Data, the Client Records and/or any Uploaded Materials infringes any Intellectual Property Rights of such third party.
10.                       Confidentiality
    1.                 Each Party may be given access to Confidential Information by the other Party in order to perform its obligations under the Contract. A Party's Confidential Information shall not be deemed to include information that:
       1.           is or becomes publicly known other than through any act or omission of the receiving Party;
       2.           was in the other Party's lawful possession before the disclosure;
       3.           is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
       4.           is independently developed by the receiving Party, which independent development can be shown by written evidence; or
       5.           is required to be disclosed by any laws, by any court of competent jurisdiction or by any regulatory or administrative body.
    2.                 Each Party shall hold the other's Confidential Information in confidence and, unless required by law, shall not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the for the purposes envisaged by the Contract.
    3.                 Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
    4.                 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5.                 The Customer acknowledges that:
       1.           details of Manage My Training constitute ManageMy ’s Confidential Information; and
       2.           ManageMy may at its discretion monitor the Customer's use of Manage My Training to determine and ensure compliance with these Conditions.
    6.                 ManageMy acknowledges that the Customer Data is the Confidential Information of the Customer.
    7.                 This Condition 10 shall remain in full force and effect in the event of any termination of the Contract.
11.                       Limitations to Manage My Training
    1.                 ManageMy is committed to providing a secure virtual environment where therapists and professionals within the personal training profession are able to deliver their services to clients, manage their appointments and centrally store and locate their documents and client information. The Customer acknowledges and agrees that:
       1.           Manage My Training is provided on an “AS IS” and “AS AVAILABLE” basis and ManageMy does not warrant that the use of Manage My Training shall be uninterrupted or error-free;
       2.           Manage My Training has not been developed to meet the individual requirements of any Customer and the Customer remains responsible at all times for satisfying itself that Manage My Training is appropriate for its own requirements;
       3.           information and data are encrypted within Manage My Training when saved as a Client Note only, and all other information and data comprising within any Client Record that is not saved as a Client Note shall not be encrypted;
       4.           ManageMy are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and therefore Manage My Training may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
       5.           although ManageMy makes reasonable efforts to update the information provided via Manage My Training, ManageMy makes no representations, warranties or guarantees, whether express or implied, that the content provided via Manage My Training is accurate, complete or up to date;
       6.           Manage My Training is a digital solution designed to facilitate the virtual delivery of professional therapeutic services by its Customers to their own clients. Manage My Training is not designed or intended to guarantee compliance with any regulatory or legal requirement relevant to providing such mental health services to individuals. Accordingly, the Customer remains responsible at all times for its own regulatory and legal compliance on its own behalf, and on the behalf of its Authorised Users; and
       7.           Manage My Training has been developed for use in the UK only and ManageMy does not warrant or guarantee that Manage My Training is appropriate or suitable for use in locations outside of the UK. Accordingly, the Customer acknowledges and agrees that if it chooses to access Manage My Training from locations outside of the UK, it does so at its own risk and is responsible for compliance with any applicable local laws;
       8.           ManageMy does not warrant or guarantee that:

1.                      Manage My Training will meet the Customer’s requirements;

2.                      Manage My Training be free from Vulnerabilities or Viruses; and
3.                      Manage My Training will comply with any Heightened Cybersecurity Requirements.
   2.                 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of Manage My Training are hereby excluded to the fullest extent permitted by law.

12.                       Limitation of Liability
    1.                 The following provisions set out the entire liability of ManageMy (including any liability for the acts and omissions of its officers, directors, employees, agents and sub-contractors) in respect of:
       1.           any breach of its contractual obligations arising under and/or in connection with the Contract;
       2.           any use made by the Customer and/or an Authorised User of Manage My Training or any part thereof; and
       3.           any misrepresentation, mis-statement or tortious act or omission (including negligence but excluding any of the same made fraudulently) arising under or in connection with the Contract; and/or
       4.           any other provision of the Contract,

a Liability Event.

2.                 Notwithstanding anything to the contrary in the Contract, nothing in the Contract shall limit or exclude ManageMy ’s liability:
   1.           for death or personal injury resulting from its own negligence or that of its officers, directors, employees, agents or sub-contractors; or
   2.           fraud or fraudulent misrepresentation; or
   3.           to the extent that such liability action or exclusion is not permitted by law.
3.                 Subject to Condition 12.2 and any limitation provision set out in the Schedules, the total liability of ManageMy in respect of:
   1.           damage or loss to tangible property (which for the avoidance of doubt does not include data) of the Customer due to a Liability Event shall be limited to £10,000;
   2.           all Liability Events arising in relation to any Additional Services shall be limited to 100% of the Additional Charges paid for such Additional Services; and
   3.           all other Liability Events arising in relation Manage My Training or otherwise under the Contract in any Contract Year shall be limited to 100% of the Subscription Charges paid in the immediately preceding Contract Year, and in respect of the first Contract Year 100% of the Subscription Charges paid in that Contract Year.
4.                 Subject to Condition 12.2, ManageMy shall not be liable to the Customer in respect of any Liability Event for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which falls within the following categories: 
   1.           loss of profits or turnover;
   2.           loss of anticipated savings;
   3.           loss of business opportunity;
   4.           loss of goodwill;
   5.           loss of any licence, authorisation or consent;
   6.           loss or corruption of data or information;
   7.           damage to reputation;
   8.           any special, indirect or consequential loss,

provided that this Condition 12.4 shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the provisions of Condition 12.3.1 or any other claim for direct financial loss that are not excluded by Condition 12.4.1 to 12.4.8 (inclusive).

5.                 ManageMy shall not be liable for any damage or losses to the extent they arise as a result of or in connection with: 
   1.           any failure of the Customer to observe and perform its obligations under the Contract;
   2.           any unauthorised or incorrect access or use of Manage My Training or use of Manage My Training by the Customer, or any Authorised User, other than in accordance with the terms of the Contract or ManageMy ’s instructions;
   3.           any modification or alteration of Manage My Training by the Customer or any Authorised User;
   4.           problems caused by the Customer’s systems, network and telecommunications links; or
   5.           any actions taken by ManageMy at the Customer’s, or any Authorised User’s, direction;

or to the extent such damage or losses could have been mitigated or avoided by the proper use of Manage My Traininger.

6.                 If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract (if applicable). The Customer is not entitled to recover damages or otherwise obtain restitution more than once in respect of the same loss.
7.                 If at any time Manage My Training or any part thereof is used other than in accordance with ManageMy ’s instructions and/or guidance, then the Customer acknowledges that it may have an adverse impact on the capability, functionality and/or performance of Manage My Training and as a result ManageMy shall not be liable to the Customer for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of Manage My Training.
8.                 ManageMy shall have no liability to the Customer in respect of any Liability Event unless the Customer serves notice of the same on ManageMy within 2 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.
9.                 The Customer shall indemnify ManageMy , keep ManageMy indemnified and hold ManageMy harmless from and against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ManageMy arising out of or in connection with: 
   1.           the Customer’s breach of the Contract and any other legal obligations howsoever arising;
   2.           any wilful or negligent act or omission of the Customer, its officers, employees, contractors or agents; and
   3.           the Customer’s use and/or any Authorised User’s use of Manage My Training.
10.             The Customer declares and acknowledges that it has considered the provisions of this Condition 12 in detail including each of the limitations and considers them reasonable in the circumstances having taken into account, among other factors, the subject matter of the Contract and having had the opportunity to obtain independent legal advice on the same.

13.                       Term and Termination
    1.                 Either Party may terminate the Contract by 30 days’ notice in writing to the other Party.
    2.                 The Contract may be terminated immediately by notice in writing to the Customer by ManageMy :
       1.           if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default for not less than 5 days after being notified to make such payment;
       2.           there is a Change of Control of the Customer;
       3.           if the Customer (being an individual) is deemed either unable to pay its debts or having no reasonable prospect of doing so or is the subject of a bankruptcy petition or order;
       4.           the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical) is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
       5.           in the circumstances set out in Condition 15.1.
    3.                 Either Party may terminate the Contract by notice in writing to the other Party:
       1.           if the other Party commits any material breach of any material term of the Contract and (in the case of a breach capable of remedy) fails to remedy within 30 days of the other Party giving notice to do so;
       2.           if at any time the other Party ceases to carry on its business;
       3.           if the other Party shall make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the other party shall be unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other Party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or
       4.           the other Party shall cease to carry on its business or substantially the whole of its business or threatens to do any of the same.
    4.                 ManageMy shall have the right to suspend the provision of whole or part of Manage My Training to the Customer and/or any Authorised User, if the Customer fails to pay any Charges by their due date for payment and/or fails to comply with its obligations under the Contract.
14.                       Consequences of Termination
    1.                 On termination of the Contract (howsoever arising):
       1.           the Customer shall immediately pay to ManageMy all of ManageMy ’s outstanding unpaid invoices and interest and, in respect of any period in which Manage My Training has been provided, but for which no invoice has been submitted, ManageMy shall be entitled to submit an invoice for the Charges due and such invoice shall be payable by the Customer immediately on receipt;
       2.           all rights granted to the Customer and any Authorised User under the Contract shall immediately terminate;  
       3.           each Party shall as soon as reasonably practicable, return or destroy as directed in writing by the other Party any documents in its possession or control which contain or record any Confidential Information of the other Party and shall, if required by the other Party, provide the other Party with written evidence within 10 Working Days of such request that the same have been destroyed; and
       4.           the Customer shall take such steps as ManageMy requires to ensure neither the Customer or any Authorised Users can access or use Manage My Training;
       5.           ManageMy shall:

1.                      subject to Condition 14.1.5(b), retain the data processed by the Customer using Manage My Training following the date of termination and shall on the Customer's request provide the service of making such data available to the Customer provided that the Customer pays ManageMy ’s reasonable standard charges for the same and any and all outstanding Charges payable by the Customer at the date of termination; and

2.                      unless required otherwise by law, be entitled to destroy or delete all data of the Customer (including Customer Data) relevant to the Contract at any time after a period of one year following termination or expiry of the Contract, and the Customer (or any person acting through the Customer) shall have no claim against ManageMy as a result of such destruction or deletion where the Customer has not requested such data and/or paid ManageMy ’s Charges in respect of the same.
   2.            The termination or expiry of the Contract howsoever arising shall be without prejudice to any other rights or remedies a Party may be entitled to under the Contract or at law and shall not affect the accrued rights, obligations or liabilities of either Party nor the coming into or continuance in force of any provision of the Contract, which is expressly or by implication, intended to come into or continue in force on or after such termination or expiry, including Conditions 7, 9, 10, 11, 12, 13, 14, and 17.

15.                       General
    1.            Event of Force Majeure.  ManageMy shall not liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, ManageMy shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 90 days or more, ManageMy may terminate the Contract by giving written notice to the Customer.
    2.            Anti-bribery.  The Parties shall comply with all laws relating to anti-bribery and anti-corruption including the Bribery Act 2010.
    3.            Assignment. 
       1.           ManageMy may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Contract. ManageMy subcontract or delegate in any manner any or all of its obligations under this Contract to any third party or agent.
       2.           The Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Contract without the prior written consent of ManageMy .
    4.            Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
    5.            Waiver.  No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    6.            Remedies.  Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
    7.            Severance.  If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.
    8.            Third Party Rights.  A person who is not a Party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    9.            Partnership.  Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.
    10.        Entire Contract. The Contract constitutes the entire Contract between the Parties and supersedes and extinguishes all previous Contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.  Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
16.                  Notices
    1.            Any notice given to a Party under or in connection with the Contract shall be in writing in and shall be delivered by hand, by email or by pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the relevant Party’s details set out in the Order Form.
    2.            Any notice shall be deemed to have been received:
       1.           if delivered by hand, at the time the notice is left at the proper address;
       2.           if delivered by email, at the time of receipt of a read-receipt from the correct email address;
       3.           if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; or
       4.           if sent by email at the time of transmission, or, if this time falls outside Working Hours, when Working Hours resume.
    3.            This Condition does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. Any notice in respect of any proceedings and/or in relation to any actual or alleged breach under the Contract shall be delivered by first-class signed for post only.
17.                  Governing Law and Jurisdiction
    1.            The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.
    2.            Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

1.            Data Protection

1.                          Data Protection
   1.                     For the purposes of this Schedule 1, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
   2.                     Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule 1  is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.
   3.                     The Parties have determined that, for the purposes of the Data Protection Legislation, ManageMy shall process the personal data set out in this Schedule 1 as a processor on behalf of the Customer, and the Customer shall be the Controller.
   4.                     Should the determination in Paragraph 1.3 change, then each Party shall work together in good faith to make any changes which are necessary to this Schedule 1.
   5.                     By entering into the Contract, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by ManageMy in connection with the processing of ManageMy Personal Data, provided these are in compliance with the then-current version of ManageMy ’s privacy policy available at [https://managemy.training/privacy-policy/). In the event of any inconsistency or conflict between the terms of the Privacy Policy and the Contract, the Privacy Policy will take precedence.
   6.                     Without prejudice to the generality of Paragraph 1.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the ManageMy Personal Data and Customer Personal Data to ManageMy and lawful collection of the same by ManageMy for the duration and purposes of the Contract.
   7.                     In relation to the Customer Personal Data, Paragraph 2 sets out the scope, nature and purpose of processing by ManageMy , the duration of the processing and the types of personal data and categories of data subject.
   8.                     Without prejudice to the generality of Paragraph 1.2 ManageMy shall, in relation to Customer Personal Data:
      1.               process that Customer Personal Data only on the documented instructions of the Customer, unless ManageMy is required by law to otherwise process that Customer Personal Data. Where ManageMy is relying on law as the basis for processing Customer Personal Data, ManageMy shall notify the Customer of this before performing the processing required by law unless those laws prohibit ManageMy from so notifying the Customer on important grounds of public interest. ManageMy shall inform the Customer if, in the opinion of ManageMy , the instructions of the Customer infringe the Data Protection Legislation;
      2.               implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3.               ensure that any personnel engaged and authorised by ManageMy to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      4.               assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to ManageMy ), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5.               notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
      6.               at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless ManageMy is required by law to continue to process that Customer Personal Data. For the purposes of this Paragraph 1.8.6, Customer Personal Data shall be considered deleted where it is put beyond further use by ManageMy ; and
      7.               maintain records to demonstrate its compliance with this Schedule 1.
   9.                     The Customer hereby provides its prior, general authorisation for ManageMy to:
      1.               appoint processors to process the Customer Personal Data, provided that ManageMy :
         1.                      shall ensure that the terms on which it appoints such processors comply with the Data Protection Legislation, and are consistent with the obligations imposed on ManageMy in this Schedule 1;
         2.                      shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of ManageMy ; and
         3.                      shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to ManageMy ’s reasonable satisfaction, that the objection is due to an actual or likely breach of the Data Protection Legislation, the Customer shall indemnify ManageMy for any losses, damages, costs (including legal fees) and expenses suffered by ManageMy in accommodating the objection.
      2.               transfer Customer Personal Data outside of the UK as required for the Contract, provided that ManageMy shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of ManageMy , including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
   10.                 Either Party may, at any time on not less than 30 days' notice, revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
   11.                 The Customer warrants and represents that:
       1.           all Customer Data shall be true, accurate, and complete;
       2.           the extraction and use of the Customer Data within Manage My Training shall not infringe the Intellectual Property Rights of any third party; and
       3.           the Customer has all necessary consents and approvals in relation to the Customer Data, including from the Client.

2.                          Data Processing

2.            Support

1.                          Definitions and Interpretation
   1.                     The following definitions and rules of interpretation apply in this Schedule 2.

2.                          Support Services
   1.                     During the Support Period ManageMy shall perform the Support Services during the Support Hours.
   2.                     As part of the Support Services, ManageMy shall:
      1.               provide Help Desk Support by means of the following e-mail address support@therapylock.co.uk and via the self-help portal made available within Manage My Training;
      2.               use Commercially Reasonable Efforts to correct all Operational Faults notified under paragraph 3.3.1.
   3.                     ManageMy may reasonably determine that any services are Out-of-scope Services. If ManageMy makes any such determination, it shall promptly notify the Customer of that determination.
   4.                     The Customer acknowledges that ManageMy is not obliged to provide Out-of-scope Services.
3.                          Submitting Support Requests and access
   1.                     The Customer may request Support Services by way of a Support Request.
   2.                     Each Support Request shall include a description of the Operational Fault and, where relevant, the start time of the incident.
   3.                     The Customer shall provide ManageMy with:
      1.               prompt notice of any Faults which it becomes aware of; and
      2.               such output and other data, documents, information, assistance as are reasonably necessary to assist ManageMy to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.
   4.                     All Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail) from ManageMy ’s office.
   5.                     The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit ManageMy direct access to the Customer's files, equipment and personnel.