Metabolic Health Pro LTD

Standard Terms of Business

1. Introduction

1.1 METABOLIC HEALTH PRO LTD is a registerd in England and Wales under company number 14871691 with our registered office at 30 Latchmere Road, Kingston Upon Thames, KT2 5TW.

1.2 Please read the terms and conditions carefully before booking a service with us. By booking appointments and purchasing services (sessions and/or packages) from us, you agree to be bound by these terms and conditions. If you are not willing to be bound by these terms and conditions, please do not book or purchase services from us.

2. Terms of Engagement

2.1 You are engaging us to provide Nutritional Therapy and Coaching Services (Services) on these terms.

2.2 This contract between us will commence on the date you book and/or purchase a session (Session) or package of sessions (Package), and subject to clause 2.3 below will continue for the duration of the service booked, as set out in your booking confirmation (see clause 3.2), and will end either when the service is complete, or the maximum duration for the package is reached, whichever occurs first.

2.3 Although the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Regulations”) may apply to the provision of Services provided under the Contract, you agree that we may commence the performance of the Contract before the end of the 14 day cancellation period referred to in the Regulations. If you instruct us to commence performance of the Contract and we have already started work on your order by the time you cancel the order, you agree to pay us any costs we have reasonably incurred in starting to perform the Services. If we have provided the Services in full before the expiry of the cancellation period, then you lose the right to cancel. If you cancel this agreement and we have not commenced performance of the Contract and you have made any payment in advance for services that have not been provided to you, we will refund these amounts to you. Subject to the above, you may cancel this agreement at any time within the cancellation period by using the Form of Cancellation set out in APPENDIX 1 to these Terms.

3. Sessions and Cancellation

3.1 We offer appointments during normal UK working hours of 9am to 5pm Monday to Friday. We may at our discretion offer appointments outside of these hours but we are under no obligation to do so to accommodate clients based in other time zones.

3.2 Each appointment at which the Services are provided (Session) will last for the appropriate duration for the relevant session type as set out in your booking confirmation (see clause 3.2). Sessions will either take place online or by telephone unless we agree to an alternative venue.

3.3 Where Sessions are held in third party venues, you agree to comply at all times with such venue’s policies and rules in relation to such venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with such policies and rules (and I shall not be obliged to refund you any amounts paid in relation to such Session).

3.4 You are responsible for your own belongings that you take to a Session and neither we nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.

3.5 You agree to reimburse us in full and indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.

3.6 Either of us may cancel a Session by notice in writing, by email or by telephone to the other prior to the start of the Session subject to clause 3.7.

3.7 If you cancel a session the following applies:

(a) if you cancel a Session more than 72 working hours before the start time of the Session you may reschedule the session at the earliest mutually convenient time without penalty, or

(b) if you cancel the Session on or less than 72 hours prior to the start time of the Session you will forfeit the session, and where applicable the next session in your package must be used to reschedule the appointment at the earliest mutually convenient time, or a new session must be booked and paid for.

3.8 If either of us cancel a Session, we will re-schedule the Session at the earliest mutually convenient time.

3.9 If you are late for a Session, the Session will still finish at the scheduled time. If you are more than 15 minutes late for a Session, we may cancel the Session without any obligation to refund you for that Session. If your therapist is more than five minutes late for a Session, they may either extend the end time so that you receive the complete Session or re-schedule the Session at the earliest mutually convenient time.

3.10 We will ask you to complete various intake forms in advance of your first Session and you will provide true and accurate answers to the questions. We may also request information in advance of subsequent Sessions where needed. All such requested information must be provided at least 72 hours prior to the appointment (unless explicitly stated otherwise in your booking confirmation (see clause

3.2)) to enable us to properly prepare for your appointment. A failure to provide the required information by the required time may result in the session being forfeited and another session being booked and paid for, or, where applicable taken from your package.

4. Our Duties

4.1 Your therapist is bound by the Code of Ethics of The Association of Naturopathic Practitioners. A copy of the Code of Ethics may be viewed at https://theanp.co.uk/wp-content/uploads/2021/07/ANP-Codes-of-Practice-Ethics-RMHK-18.12.19-002.pdf

4.2 We shall provide the Services with due care, skill and ability.

4.3 Other than as set out in clause 4.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of therapy, we do not guarantee any particular results.

4.4 If for any reason we are unable to provide the Services at the agreed time, we will provide you with as much notice as possible and we shall reschedule the Session for a time mutually agreed.

5. Fees

5.1 In consideration of us providing the Services to you, you will pay us a fee for the sessions or packages booked according to the information and payment schedules set out in your booking confirmation (see clause 3.2).

5.2 Support between sessions is not included when sessions are booked individually. In this case if you contact us between scheduled Sessions then we may at our discretion provide a brief response to you free of charge. If however we consider that more time is needed to deal appropriately with your communication then we may either:

(a) advise you to arrange an additional Session or package that is suitable for your needs; or

(b) inform you of the time we would need to spend in responding to you and the fee which would be payable by you for such a response. We will obtain your approval to such fee before incurring any fees.

5.3 Reasonable support between sessions is included with some packages. If support is included this will be stated in your booking confirmation (see clause 3.2). If support requested between sessions exceeds reasonable limits we reserve the right to defer the issue to the next scheduled session.

5.4 You will need to take action between Sessions in order to gain the most from them. By coming to our Sessions, you are committing to make the time to implement the recommendations given to the fullest extent possible.

5.5 We will invoice you in advance for the fees (inclusive of VAT where necessary) for the session or package booked.

5.6 Payment for all invoices is due at the time of booking and according to payment schedules set out in your booking confirmation (see clause 3.2).

5.7 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Starling Bank Limited, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and

(b) suspend all Services until payment has been made in full.

5.8 If sessions take place in person, you shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Sessions.

5.9 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 5.9 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

6. Confidential Information

6.1 We acknowledge that in the course of providing the Services we will have access to Confidential Information (as defined in clause 16).

6.2 We agree not to (except in the proper course of our duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by you or required by law;

(b) any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or

(c) any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.

6.3 As is good practice in therapy, our therapists are part of supervision groups. You agree your therapist may disclose any issues which arise out of the Sessions with their supervisor and/or supervision group but we agree only to disclose such issues on a general basis and without disclosing your name.

6.4 You may disclose to third parties such information about the Sessions as you wish.

7. Data Protection and Intellectual Property

7.1 You acknowledge and agree that your personal data will be processed us and on behalf of us as part of providing you with the Services. We shall do this in accordance with our Privacy Notice (applicable to our website and practice management platform).

7.2 We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we use within the Sessions and nothing in these terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.

7.3 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions or make available to you.

7.4 We grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.

7.5 You may not without my prior written consent make any audio and/or visual recordings of all or any part of our Sessions. We may make audio and/or visual recordings of our Sessions with your permission.

8. Obligations of Termination

8.1 On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under these terms.

8.2 Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of our relationship, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination.

8.3 Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 6 (Confidential Information), clause 7 (Data Protection and Intellectual Property), clause 10 (Limitation on liability) and clause 15 (Governing law and jurisdiction).

9. Status

The relationship between us will be that of independent contractor and nothing in these terms shall render us your employee, worker, agent or partner.

10. Limitation of Liability

10.1 Nothing in this clause 10 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

10.2 We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you engaging us and us providing the Services.

10.3 Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these terms shall in all circumstances be limited to the total price paid by you for the contracted Sessions or Package.

10.4 If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

10.5 The provisions of this clause 10 shall survive termination of this agreement.

11. Force Majeure

We shall not be in breach of these terms, nor liable for any failure or delay in performance of any obligations under these terms arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.

12. Entire Arrangement and Previous Contracts

12.1 These terms constitute the entire contract and understanding between us and supersede any previous contract, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);

12.2 In entering into these terms you have not relied on any Pre-Contractual Statement (as defined in clause 16)

13. Variation

No variation to these terms shall be valid unless it is in writing and signed by or on behalf of each of us.

14. Third Party Rights

14.1 A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.

14.2 The rights to terminate, rescind or agree any variation, waiver or settlement under these terms are not subject to the consent of any person that is not a party to these terms.

15. Governing Law and Jurisdiction

15.1 These terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

15.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms (including non-contractual disputes or claims).

16. Interpretation

16.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Terms: the terms and conditions set out in this document.

Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Services and (ii) the fact that I am providing the Services to you.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the provision of the Services other than as expressly set out in these Terms.

Services: the services that we are providing to you on these Terms

Session: a booked appointment of any type during which therapy and coaching services are delivered.

Package: a specific bundle of sessions and support purchased.

Writing or written: includes e mail

16.2 The headings do not affect the interpretation of these Terms.

16.3 A reference to a particular law 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.

16.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

16.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.