1. Definitions

1.1    The following terms have the meaning given below throughout these Terms and Conditions.

Agreement  means the agreement between the Client and Protea Solutions as contained in thes Terms and any Scope of Work.

Attendee  means each individual who joins Unleashing You, attends Training or receives Coaching (as appropriate) who may be the Client or may be an employee of the Client.

Client  means the company, firm or individual contracting to receive the Services.

Coach  means the individual or individuals supplied by Protea Solutions to provide Coaching, which may be Marion Hewitt or another individual.

Coaching  means the services set out in the Scope of Work for the provision of coaching to the Client’s employees or to the Client.

Consultant  means the individual or individuals supplied by Protea Solutions to provide Consulting.

Consulting  means the services set out in the Scope of Work for the provision of consulting and other advisory services to the Client.

Data Protection Laws  means all applicable laws relating to the protection of data including the Data Protection Act 2018 and the EU General Data Protection Regulation (as incorporated into UK law).

Fees  means the fees payable to Protea Solutions under this Agreement as set out in the Scope of Work or otherwise agreed between Protea Solutions and the Client.

Protea Solutions  means Protea Solutions Limited, registered in England with Company number 9835840.

Scope of Work  means the letter, email or other document provided to the Client by Protea Solutions setting out the Services to be provided to the Client, the Fees payable and any other particular terms which apply to the provision of those Services.

Services  means the services provided under this Agreement, being one or more of Unleashing You, Coaching, Consulting and Training or such other services as may be agreed between Protea Solutions and the Client.

Terms  means these Terms and Conditions of Business.

Training  means the services set out the Scope of Work for the provision of training by or on behalf of Protea Solutions.

Trainer  means the individual or individuals supplied by Protea Solutions to provide Unleashing You or Training which may be Marion Hewitt or another individual.

Unleashing You  means the modular online personal growth and development programme called “Unleashing You” developed and provided by Protea Solutions.

2. Supply Services

2.1  Protea Solutions will supply the Services in accordance with these Terms and any Scope of Work provided to the Client in relation to those Services.

2.2  The Client agrees to comply with these Terms with respect to the receipt of the Services and is deemed to accept the Terms by signing up for Unleashing You or any other Services or by accepting a Scope of Work.

2.3  The Client agrees that the Services are provided by Protea Solutions and the Client has no claim against any Coach, Consultant, Trainer or other employee or director of Protea Solutions.

2.4  The Client will provide Protea Solutions with such information as it reasonably requests in order to provide the Services. Where that information relates to the business or employees of the Client, Protea Solutions agrees to keep that information confidential and will, on request, return all copies of that information to the Client on termination of this Agreement.

2.5  Where the Services include providing the Client or the Attendee with access to or use of a third party programme, application or product, the Client and/or Attendee is required to sign such user agreement or other third party agreement as required by the provider of that programme, application or product. Protea Solutions is not responsible for the content of any such third party programme, application or product.

2.1  Protea Solutions will supply the Services in accordance with these Terms and any Scope of Work provided to the Client in relation to those Services.

2.2  The Client agrees to comply with these Terms with respect to the receipt of the Services and is deemed to accept the Terms by signing up for Unleashing You or any other Services or by accepting a Scope of Work.

2.3  The Client agrees that the Services are provided by Protea Solutions and the Client has no claim against any Coach, Consultant, Trainer or other employee or director of Protea Solutions.

2.4  The Client will provide Protea Solutions with such information as it reasonably requests in order to provide the Services. Where that information relates to the business or employees of the Client, Protea Solutions agrees to keep that information confidential and will, on request, return all copies of that information to the Client on termination of this Agreement.

2.5  Where the Services include providing the Client or the Attendee with access to or use of a third party programme, application or product, the Client and/or Attendee is required to sign such user agreement or other third party agreement as required by the provider of that programme, application or product. Protea Solutions is not responsible for the content of any such third party programme, application or product.

3. Unleashing You

3.1   Unleashing You is owned and delivered by Protea Solutions. Protea Solutions retains all rights and ownership of the design and content of the programme including all information, resources, activities and videos provided as part of the programme.

3.2   Unless otherwise agreed by Protea Solutions, all Content provided by or on behalf of Protea Solutions in relation to the Programme is confidential and proprietary to Protea Solutions and neither the Client nor any employee of the Client shall duplicate, disclose, or use those materials without the express permission of Protea Solutions.

3.3   No Attendee is permitted to record sessions (whether or not provided live) or capture images from any live or recorded session.

3.4   The Client acknowledges that all discussions taking place within the Unleashing You programme are confidential. This includes information shared between Attendees.  Neither the Trainer nor Attendees will disclose the content of those discussions to the Client without the express agreement of the Attendee.

3.5   Neither Protea Solutions nor the Trainer will be liable for any failure (actual or perceived) by the Attendee to achieve their desired outcomes or goals. Attendees are responsible for their participation in all activities both within the live sessions and other elements of the Unleashing You programme.

3.6   The contents of Unleashing You may be varied and updated from time to time with the intention of providing the best outcomes for the Attendee. We reserve the right to amend, revise, or make changes to the programme as required by us and without notice to you. 

3.7   Information and tools within the Unleashing You programme are not provided as personal advice or guidance to the specific situation or circumstances of the Attendee, and should not be taken as such.

3.8   Each Unleashing You programme will be delivered in line with the schedule set out on the website. Our acceptance of your place becomes binding when you receive the confirmation email. You will then be invited to participate in the next scheduled Unleashing You programme.

3.9   All correspondence with Attendees on Unleashing You will be shared with the Attendee by email. It is the Attendee’s responsibility to inform Protea Solutions of any changes to their contact details.

4. Training

4.1   The Client shall provide such IT and other equipment required for any Training session as set out in the Scope of Work.

4.2   Unless otherwise agreed by Protea Solutions, the Client shall be responsible for providing appropriate accommodation in which each Training session will take place. Where that accommodation is on the Client’s premises, the Client will be responsible for ensuring that the Trainer is granted safe access to those premises.

4.3   Unless otherwise agreed by Protea Solutions, all materials provided by or on behalf of Protea Solutions in relation to the Training are confidential and proprietary to Protea Solutions (unless a Mental Health First Aid England course, , proprietary to Mental Health First Aid England) and neither the Client nor any employee of the Client nor any Attendee shall duplicate or disclose those materials without the express permission of Protea Solutions.

5. Coaching

5.1   The Client acknowledges that all discussions between a Coach and an Attendee are confidential and the Coach will not disclose the content of those discussions to the Client without the express agreement of the Coachee.

5.2   Neither Protea Solutions nor the Coach will be liable for any failure (actual or perceived) by the Attendee to achieve their desired outcomes or goals.

5.3   The Client acknowledges that the Coach is entitled to communicate directly with the Attendee in relation to their Coaching.

5.4   The Client acknowledges that Coaching sessions are challenging and may be emotionally stressful and physically draining for the Attendee. The Client also acknowledges that the Coach is not qualified to provide medical or psychiatric advice or care to the Attendee and is entitled to terminate a Coaching session if the Coach considers the Attendee is not in a physical or emotional condition to continue with the session.

5.5   The Client shall provide such IT and other equipment required for any Coaching as set out in the Scope of Work.

5.6   Unless otherwise agreed by Protea Solutions, the Client shall be responsible for providing appropriate accommodation in which Coaching will take place. Where that accommodation is on the Client’s premises, the Client will be responsible for ensuring that the Coach is granted safe access to those premises.

6. Online Services

6.1   The provisions of this clause 6 apply where any Services are provided online (in whole or in part).

6.2   The Client Is responsible for ensuring that the Client or, where different, each Attendee has access to adequate IT equipment to enable them to join and fully participate in the Services at the agreed time.

6.3   Protea Solutions Is not responsible for any failure or interruption of internet services, whether of the Attendee or the Coach/Trainer.

6.4   If a Coach or Trainer is unable to deliver a material element of any Coaching or Training session or any module within the Unleashing You programme due to failure or interruption of internet services Protea Solutions will endeavour to rearrange the relevant Coaching or Training session.

6.5   If an Attendee is unable to participate in any Coaching or Training session or any module within the Unleashing You programme due to failure or interruption of Internet services Protea Solutions is not required to provide a refund or permit the Attendee to attend an alternative date for that session or module.

6.6   Protea Solutions is not liable for the security or safety of any online communication with a Client or Attendee, including email.  Each Client should ensure they have adequate protection against computer viruses and other forms of cyber attack.

7. Payment

7.1   The Client shall pay the Fees to Protea Solutions in accordance with these Terms.

7.2   Where any Services are purchased online:

7.2.1   The fee payable will be as set out for the level of package selected and should be paid in pounds sterling;

7.2.2   We reserve the right to amend the fee at any time;

7.2.3   Payment will be via debit or credit card or Paypal (although arrangements can be made for payment by bank transfer or invoice if required);

7.2.4   Full payment is required before we start to provide any Services;

7.2.5   The Client has the right to cancel their booking on the Programme within 14 days in line with their Consumer Rights. Notice must be provided to Protea Solutions in writing to marionhewitt@proteasolutions.co.uk. If the Participant has accessed or participated in any elements of the Services we reserve the right to deduct an appropriate proportion from the refund;

7.3   Where Services are not purchased online:

7.3.1   Protea Solutions will issue an invoice in relation to all Fees payable and is entitled to issue an invoice before the date of any Coaching or Training session.

7.3.2   The Client shall pay each invoice within 30 days of the invoice date. If the Client fails to pay the invoice by the end of that 30 day period, Protea Solutions is entitled to charge interest at 3% above the Bank of England base rate from the invoice date.

7.4   VAT is payable on all Services and all amounts quoted by Protea Solutions are exclusive of VAT unless otherwise stated. Protea Solutions’ VAT number is [ ].

7.5   If the Client or the Attendee cancels a Coaching or Training session a fee may be payable.

7.5.1   If a Client or Attendee cancels a Coaching session which has been arranged with less than 48 hours notice, Protea Solutions is entitled to still charge the Fee for that session or as an alternative, at the option of Protea Solutions, to charge any costs or expenses which have been incurred by Protea Solutions and/or the Coach in relation to the cancelled session.

7.5.2   If an Attendee attending an open public training event cancels their place a scale of cancellation charges applies. If cancellation is received within and including, five working days the full cost is payable; between 6 and 20 working days 50% is payable.  Above 20 days a full refund will be given less any costs incurred and an administrative charge may be made. 

7.5.3   If a Client cancels a training course being run for their organisation, a scale of charges applies. If cancellation is within ten working days the full cost is payable, between 11 and 20 working days 50% is payable, 21 working days and above a full refund will be given.

7.6   In the event that Protea Solutions have to cancel a Training course or Coaching session a full refund will be given. No liability will be accepted by Protea Solutions for any costs incurred in relation to attending the cancelled training or coaching session.

8. Data Protection

8.1   Protea Solutions and the Client will each comply with all Data Protection Laws which apply to the Services. Our Privacy Notice Is available on our website proteasolutions.co.uk.

8.2   The Client acknowledges that in order to carry out Coaching, the Coach is required under Data Protection Laws to obtain the Coachee’s consent to the processing of the Coachee’s personal data and the Coach is entitled to refuse to carry out the Coaching if the Coachee will not provide the required consent.

9. Liability

9.1   Protea Solution’s liability in relation to the Services provided under this Agreement will not exceed the total amount of Fees paid by the Client over the previous 12 months.

9.2   Protea Solutions is not liable to the Client in any way for any loss of profit, corruption or loss of data, loss or damage to goodwill or any indirect or consequential loss.

9.3   Notwithstanding the above provisions, nothing in these Terms shall limit or exclude Protea Solution’s liability for death or personal injury or any other liability which cannot be excluded under legislation.

10. Termination

10.1   Either party may terminate this Agreement with immediate effect by giving notice to the other party where that other party is in material breach of the Agreement including failure by Protea Solutions to supply the Services or failure by the Client to pay the Fees.

10.2   Protea Solutions is entitled to terminate this Agreement where it has reasonable cause to believe that the Client is or may become insolvent or that the actions of the Client may have a material adverse impact on Protea Solutions or its reputation.

10.3   On termination of this Agreement, any Term relating to payment of Fees, confidentiality or liability will continue to apply.

11. General Terms

11.1   In the event of any conflict between the arrangements set out in any Scope of Work and these Terms, the Scope of Work will prevail.

11.2   Nothing in this Agreement shall render a Coach, Consultant or Trainer an employee, agent or partner of the Client.

11.3   Except where otherwise expressly provided by its terms, this Agreement represents the entire understanding and supersedes any previous agreement between the parties in relation to the provision of the Services. These Terms apply to the exclusion of any other terms which the Client may seek to impose in relation to the Services.

11.4   If any term of this Agreement or any part of a term is or becomes illegal, invalid or unenforceable in any respect, then the remainder of the Agreement will remain valid and enforceable.

11.5   This Agreement is not enforceable by any person not a party to it and any rights under the Contracts (Rights of Third Parties) Act 1999 are excluded.

11.6   Any waiver or amendment of any provision of this Agreement shall be effective only if made by written agreement between the parties.

11.7   This Agreement shall be governed by and interpreted in accordance with the laws of England and each of the parties irrevocably submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this Agreement.