'Service provider' means The Wellness Consultant Limited (registered in England and Wales with company number 11076766)
'Contract' means the contract for the sale of the performance of the Services which incorporates these Terms and Conditions.
'Customer' means the person or legal entity who purchases the Services from the Service provider.
‘Price’ means the price for the Goods and/or Services set out in the Contract.
'Product' means the services referred to in the Specification which the Service provider is to supply in accordance with the Contract.
‘Services’ means the services set out in the Contract.

'Specification' means the specification or description of the Product and/or Services set out or referred to in the Contract or as may be amended in accordance with these Terms and Conditions.

General

The Service provider shall maintain and allow access to the health and wellbeing services, and the Customer shall purchase the same, in accordance with to these Terms and Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

No variation to these Terms and Conditions shall be binding unless agreed in writing by the Service provider and the Customer.

The Contract constitutes the entire agreement between the Customer and the Service provider. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Service provider which is not set out in the Contract. Without prejudice to the generality of the above, any advice or recommendation given by the Service provider or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Product which is not set out in the Contract shall be followed or acted upon entirely at the Customer's own risk.

In the event of any conflict between the terms of these Terms and Conditions and the terms of any other part of the Contract, the terms of these Terms and Conditions shall prevail.

Orders and Specifications

No order submitted by the Customer shall be deemed to be accepted by the Service provider unless confirmed in writing by the Service provider.No variation to these Terms and Conditions shall be binding unless agreed in writing by the Service provider and the Customer.

The Customer shall be responsible to the Service provider for ensuring the accuracy of the terms of any order (including the Specification) submitted by the Customer, and shall also be responsible for giving the Service provider any necessary information relating to the Product within a sufficient time to enable the Service provider to perform the Contract in accordance with its terms.

The quantity, quality and description of the Product in the Specification shall be those set out in the Service provider's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Service provider).

The Customer shall be responsible for ensuring that the Product will comply with all relevant statutory requirements.

The Customer will within any time limit specified by the Service provider provide the Service provider with such further information concerning the Product or its use as it requests failing which the Service provider may at its discretion, and without limiting any other remedies it may have, stop work on the Contract and extend the Date of Delivery or other date for the completion of the Contract.

The Service provider reserves the right to make any reasonable s in the Service specification which are required to conform with any applicable safety or other statutory requirements or, where the Service is to be supplied to the Service provider's Specification, which do not materially affect its quality or performance.

The Service provider is not obliged to amend, alter or substitute the Service.

No Contract may be cancelled by the Customer except with the agreement in writing of the Service provider

Price of the Product and Services

The Service provider reserves the right, by giving notice to the Customer at any to increase the Price to reflect any increase in the cost to the Service provider which is due to any factor beyond the control of the Service provider including, without limitation, foreign exchange fluctuation, currency regulation, alteration of duties, specification which is requested by the Customer. The Service provider shall notify the Customer as soon as reasonably possible upon becoming aware of the relevant factor.

The Price excludes any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Service provider.

Terms of Payment

Subject to any special terms agreed in writing between the Customer and the Service provider, the Service provider will invoice the Customer and the Customer will pay the upfront value or by standing order a monthly fee as per the Service provider's quotation (if accepted by the Customer) or the Customer's order (if accepted by the Service provider).

No variation to these Terms and Conditions shall be binding unless agreed in writing by the Service provider and the Customer.

If the Customer fails to make payment of any part of the Price on a due date then, without prejudice to any other right or remedy available to the Service provider, the Service provider shall be entitled to:-

terminate the Contract or suspend any further deliveries to the Customer;
charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above National Westminster Bank Plc base rate from time to time, until payment in full is made.

Limitation of Liability

Except as set out in these Terms and Conditions, all warranties, conditions, and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

Nothing in these Terms and Conditions excludes or limits the liability for the Service provider for death or personal injury caused by the Service provider's negligence (or the negligence of its employees, agents or sub-contractors) or for fraud or fraudulent misrepresentation.

Subject to clause:-

The Service provider's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Price;
The Service provider shall under no circumstances whatsoever be liable to the Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any indirect or consequential loss or damages (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether or not caused by the negligence of the Service provider, it's employees, agents or sub-contractors) which arise out of or in connection with the Contract.

This clause 9 shall survive the termination or expiry of the Contract.

Force Majeure

The Service provider shall not be liable to the Customer or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Service provider's obligations under the Contract if the delay or failure was due to any cause beyond the Service provider's reasonable control.

General

If any clause or any part of the Contract is found by the court, tribunal, administrative body or authority of competent jurisdiction be invalid, illegal or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective without, so far as is possible, modifying any other clause or part of this Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.

No waiver by the Service provider of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contract (Rights of third Parties) Act 1999 by any person not party to it.

The Service provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights under the Contract and may sub-contract or delegate in any manner all or any of its obligations under the Contract to any third party.

Headings in these Terms and Conditions are to be ignored in construing these Terms and Conditions

Failure or delay by the Service provider in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

The Contract shall be governed by and construed in all respects in accordance with the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.