Terms and Conditions For Sale of Goods

Terms & Conditions for Sale of Goods

TERMS AND CONDITIONS – SYNERGISED

THESE TERMS
This Agreement sets forth the universal terms and conditions, together with our Membership Form, Privacy Policy, Cookies Policy, general Terms of Use and any other documents referred to herein (“Agreement”), on which we promote the Synergised health coaching on a membership and consultancy basis. We also promote and sell products through our Synergised Website which are beneficial to our services including wellness products and lab testing.

1.2Synergised Group Ltd operates its business by offering bespoke health and wellness coaching to our clients.1.3Our website can be found athttps://synergised.uk/ which is owned by us and our details are listed below.(“Synergised Website”)1.4We offer our Services in the form of a minimum subscription term of 3 months or on an individual consultancy basis. Our Synergised Website will guide you through our membership and ordering process. We also offer our products through our ecommerce shop.1.5No email correspondence is included for follow-up questions after your Order for any lab test consultation which shall be limited to 30 minutes. Any follow up questions and discussions are applicable on our Subscription of our 3 Month Program. However, if you have other health concerns, following your lab test consultation, you can simply place a further Order for another consultation to discuss them in more detail. If you're looking for a full health intake and ongoing support, the 3 Month Program is more suited.1.6In this Agreement,“we/us/our”shall mean Synergised Group Ltd and“you/your”shall mean you as our Client or customer. Each shall be a “party” and collectively referred to in this Agreement as “parties”.1.7This Agreement, and any contract formed between you and us, shall be in the English language.1.8Where you communicate to us on behalf of a company or organisation, you agree that you have authority on its behalf to proceed with us.1.9This Agreement shall prevail over any marketing material, or any electronic, written or oral representation made to you by us, our employees or agents. 1.10We recommend that you please read this Agreement carefully before using the Synergised Website and before you commence your Order with us, as they affect your rights and liabilities and the basis upon which we may provide our Services to you. 1.11This Agreement incorporates our Privacy Policy, Cookie Policy and our Terms of Use by reference. 1.12We may vary this Agreement from time to time as they may apply to your use of our Services and your subscription to use the Synergised Website, and/or your purchase of our Products.

DEFINITIONS

2.1In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:“Applicable Laws”means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;“Bribery Laws”means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010;“Business”means any business, trade, craft, or profession carried on by you or any other person/organisation;“Client”“Data Protection Legislation”shall mean you as the customer, individual or company to whom this Agreement applies and shall mean any person acting on behalf of and with the authority of such person of firm or corporate body;means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder)or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);“Deliverables”means any reports or follow up questions produced in the course of providing the Services where stated on the Synergised Website;“Force Majeure”means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Synergised or its workforce, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay;“Confidential Information”“Intellectual Property Rights”means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);means any patent, trademark, service mark, copyright, moral right, right in a design, rights in Confidential Information, rights to invention, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.“Membership Form”shall mean any membership form completing on the Synergised Website in support of this Agreement setting out the details of the Order and your chosen Subscription;“Order”means any purchase by you of one of our Programs and/or associated Products and Services as advertised on our Synergised Website;“Products”means any Products offered for sale through the Synergised Website and purchased by you;“Privacy Policy”means our policy on collecting and processing your personal information relating to the Services which can be found on our Synergised Website;“Programs”shall mean our various wellness coaching programs that may be delivered to you, in the course of providing our Services to you whether these are on subscription basis or a one-off consultancy;“Services”shall mean all services provided by us to you in connection with our coaching services through the Synergised Website whether in the form of subscription services or consultancy services;“Subscription Fees”means our fees offered on a subscription basis for access to, and use of, the Services and the Synergised Website as outlined in the Membership Form;“Subscription Term”shall mean the term outlined in the Membership Form applicable to your subscription to use our Services.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to this Agreement or to any other agreement or document referred to in these terms is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
References to clauses are to the clauses of this Agreement.

2.11Any words following the termsincluding,include,in particular,for exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.3DISCLAIMER3.1If you decide to purchase any of our Programs by placing an Order, you agree that they, or any Deliverables supplied by us, do not amount to psychological, medical or physical advice and simply constitute our sole recommendations and opinions, which we may use with the support and formulation of results from tests that you may consent to have. You also agree that upon placing an Order with us where we are providing our Services to you, you will participate in the Programs at your own risk. The Programs are provided on an "as is" basis, and without warranty of any kind, either expressed or implied, including without limitation any warranty for information, provision of the Services, and coaching. We make no guarantees, warranties or representations about the provision of our Services and whether we will be able to produce any beneficial results.3.2If you have any concerns about your health or need to seek medical advice, we recommend that you seek consultation from a doctor or medical practitioner. 3.3You are responsible for carefully reading any ingredients listed on our website and/or on any packaging, labels and/or leaflets to avoid the risk of allergic or other adverse reactions. You are also responsible for carefully following any preparation and/or storage instructions. We cannot accept any responsibility for your failure to follow the advice. Furthermore, we are not the manufacturer of any of our Products sold. 3.4You acknowledge that any lab testing is outside of our control. We will not discuss any results with you that have not been obtained by placing an Order with us, using one our lab testing kits.

INFORMATION ABOUT US AND HOW TO CONTACT US

4.1 We are Synergised Group Ltd, a company registered in England and Wales. Our company registration number is12628429and our registered office is at61 Bridge Street, Kington, United Kingdom, HR5 3DJ.4.2 You can contact us by emailing us at [ info@synergised.uk ]4.3 If we have to contact you, we will do so by telephone or by email. You may also contact us via the Synergised Website.4.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

HOW WE USE YOUR PERSONAL INFORMATION

“Controller”, “Data Subject”, “Processor”, “Personal Data” and “Personal Data Breach” in this Agreement shall have the meanings as defined in Data Protection Legislation5.1All personal information that we may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation. 5.2We have a separate Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us and where we act as a Data Controller of your data. Please take the time to read this, as it includes important terms which apply to you.5.3By accepting this Agreement, you consent to such processing, and you warrant that all data provided by you is accurate. You also acknowledge that the coaching sessions will be face to face through a video platform, unless agreed otherwise.

5.4 In so far as the provision of our Services and the use of the Synergised Website involves us collecting, using, or holding or otherwise processing data obtained from you, which is Personal Data, we shall do so only in accordance with our Privacy Policy and in accordance with any lawful instructions given by you from time to time, and in accordance with the provisions of the Data Protection Legislation and your rights.

5.5 Where we act as a data Processor of your personal data, we confirm we shall comply with the Data Protection Legislation when processing Personal Data and following a written request from you, we shall provide such documentary information as may reasonably be requested by to demonstrate such compliance.

Where we do process Personal Data, the following provisions shall apply:
Each of the parties acknowledges and agrees that this sub-clause is an accurate description of the details of the processing of Personal Data by us;
The subject matter and duration of processing is wellness and mindfulness coaching;
The nature and purpose(s) of processing to provide bespoke wellness coaching services;
Type(s) of Personal Data include information data, identity data, transactional data including the following: name, address, email address, financial information, job title, telephone number, postal address, sensitive personal data;
Categories of Data Subjects – Clients, Sub-contractors
We shall only process Personal Data in accordance with this Agreement, unless required to process such Personal Data for other purposes by applicable laws or regulatory authorities. In such circumstances, we shall provide you notice unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest.
The provisions of Articles 28(3)(b) to 28(3)(h) inclusive of the UK GDPR shall be incorporated into this Agreement by reference and we shall comply with the express obligations of a Processor as articulated in Articles 28(3)(b) to 28(3)(h) inclusive of the UK GDPR, provided that you may not instruct us to delete data that we hold on your behalf; and (b) the requirements of Article 28(3)(b) of the UK GDPR shall not apply to persons that we are required by applicable laws or regulatory requirements to grant access to of any such Personal Data.
You shall provide us with a general authorisation to engage further Sub-Processors who may process and access your Personal Data, to enable us to deliver our Services to you, such as a laboratory who may carry out lab testing to faciliate a report by us. This will only be subject to the remaining provisions of this Agreement. These further Processors include Active Campaign, Leadpages, Zapier and Typeform and we shall give you prior notice of any intended addition to or replacement of those further Sub-Processors by updating that list. If you reasonably object to a change to this list and you exercise your right to object to such change pursuant to the express terms of the Data Protection Legislation, you must give us the opportunity to explain why such a Sub-Processor is required in the provision of our Services. We confirm we shall only engage Sub-Processors where they meet the requirements of Article 28 of the UK GDPR and where we consider them to be capable of providing the levels of protection for Personal Data required by this Agreement and under the Data Protection Legislation. We will will monitor and review the performance of all such Sub-Processors regularly and we ensure high levels of due diligence are carried out before engaging any Sub-Processor.
You agree that to enable us to proceed under clause 5.5, we may transfer Personal Data outside of the UK to the European Economic Area, but, only where we have a lawful basis for that transfer, which shall include ensuring that the proposed transfer is based on adequacy regulations, or we shall ensure that there are appropriate safeguards in place pursuant to Articles 44-47 of the UK GDPR.
We agree that we shall notify you and without undue delay on becoming aware of any Personal Data Breach, which may affect you.
We shall take appropriate and technical organisational measures to ensure the adequate protection of your Personal Data which we will process when you subscribe to our Services.
You shall at all times be the legal owner of any Personal Data uploaded to the Synergised Website and we shall ensure that we maintain integrity and confidentiality of that Personal Data.
OUR CONTRACT WITH YOU

6.1Each Order by the Client to us shall be an offer to purchase the Services or Products as applicable, subject to this Agreement.6.2Upon submitting an Order with us, we will confirm with you whether we are able to offer you our Programs or the Products at your request. If we are unable to complete your Order howsoever, we will advise you of this. 6.3Before making an Order, you will be given the opportunity to make amendments and we recommend that you check everything carefully before submitting your Order. 6.4This Agreement will become binding on you and us when we confirm your Order in writing to you either by email or via the Synergised Website, at which point a contract will come into effect.6.5Any amendments to the Order will only be effective, if agreed by us in writing.6.6You agree that you are over 18 years of age and in good health. You acknowledge and agree that any information you provide to us to enable us to deliver our Services, will be accurate and factually correct. 6.7Your Subscription Term, as applicable, will be in accordance with your chose Program and set out in the Membership Form you complete following your Order, and this Agreement shall remain valid for the duration of your subscription to our Services, unless terminated otherwise by this Agreement.

OUR RESPONSIBILITIES

7.1We shall provide the Services in accordance with your Order. We will only use appropriately qualified coaches to provide the coaching sessions. If due to illness, or another reason, we need to change a session with you, we will reschedule this with you. 7.2Where our Synergised Website contains links to other sites and resources provided by third parties, these links are provided for your information only but may contain affiliate links, where we have linked other businesses. We have no control over the contents of those sites or resources and we accept no liability for the content of third-party sites.7.3Where we feature links or advertising to such third party sites, we may receive a commission on any purchases made by you within a certain time frame. Such commission is paid by the retailers and will not affect your purchase in any way.

YOUR RESPONSIBILITIES

8.1You agree to provide us with all information that is necessary to enable us to provide the Services to you.8.2You acknowledge that in the provision of our Services, we may ask you to undergo laboratory testing to enable us to provide an in-depth analysis of your overall health to enable us to provide our Services and any agreed Deliverables. We will ask you to consent to providing us access to that Personal Data. You will be aware that where we recommend laboratories, we are solely the intermediary recommending the use of their services. We cannot accept any liability for the actions of those third parties including the laboratories and you must satisfy yourself as to their contractual terms, before agreeing to use their services. 8.3You confirm that the information set out in the Membership Form and submitted via the Synergised Website, whether completed and or accepted / signed by you is accurate in all respects and you will notify us immediately if any changes need to be made.8.4Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this clause shall not be our responsibility or fault.8.5You acknowledge and agree that we are under no obligation to commence the provision of the coaching sessions until you have completed any applicable health screening questionnaires via the Synergised Website which will be necessary to enable us to deliver our Services to you. 8.6You agree that you shall always comply with applicable Bribery Laws and any other Applicable Laws.

SUPPLY OF SERVICE AND DELIVERIES

9.1Upon placing an Order with us and subject to availability, we agree to provide you with the chosen Program as detailed on the completed Membership Form and as elected by you. This will include all relevant mentoring, testing and wellness coaching. This may also include provision of any Deliverables as appropriate, which will either be supplied or recommended through the Synergised Website.9.2We shall use all reasonable endeavours to provide the Services within the agreed times. 9.3In consideration of the Subscription Fees and so long as these are paid by you, we shall grant to you access to the Synergised Website in the form of a non-exclusive, non-transferable, revocable right to use the Synergised Website for your own personal use, subject to the restrictions in this Agreement and our Terms of Use.9.4You hereby agree to adhere to our general Terms of Use set out on the Synergised Website, and shall do nothing to cause harm or damage to either us or the Synergised Website. 9.5We shall, during the Subscription Term and so long as this Agreement is in operation, provide to you our Services in the Synergised Website, so long as these apply.9.6We shall use our commercially reasonable efforts to make the Synergised Website available to you 24 hours a day, seven days a week, save for any planned or unscheduled maintenance work. However, as the Synergised Website is provided on an “as is” basis, we cannot guarantee that access to the Synergised Website will be free from disruption or always accessible and we shall not be liable to you for any reason you are not able to access our site.For Orders containing our Products9.7Our delivery fees are indicated to you at the point of Order and shall also be shown on our invoice to you. 9.8We shall aim to deliver your Order on the agreed delivery date to the address nominated by you in your Order, and no later than 30 days, but please note that we can only provide estimated delivery times from the point of Order, and we cannot be held responsible for delays or unforeseen events as we use third parties in the delivery process. For example, our testing kits are supplied to us by our third-party suppliers and we then submit the tests back to our suppliers for analysis, before providing any responses. Every lab test Product purchased includes a 30-minute consultation.9.9We are not responsible for delays outside our control. If our provision of the Products is delayed by an Force Majeure Event, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products you have paid for but not received. 9.10If we miss the 30-day delivery deadline for any Products, we may cancel your Order straight away and refund to you any sums paid by you, unless we have notified you of the intended delay and you are agreeable to this. 9.11Delivery will be effective at the point the Products are delivered to you by us in accordance with your Order. Subject to clause 9.10, risk and title will only pass to you upon delivery of your Order and subject to payment in full.

FEES AND PAYMENT OF ORDERS

10.1Upon completing an Order with us, you will be required to make a payment to us whether it shall be the appropriate Subscription Fees payable, or to pay for your chosen Products or Services. Payments shall be made via the Synergised Website 10.2Time of payment is of the essence. Where sums due under this Agreement are not paid in full by the due date:

We may, without limiting our other rights, charge interest on such sums at 6% a year above the base rate of the HSBC bank from time to time in force; and
interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.

10.3The prices shown on our Synergised Website at the point of submitting your Order, will apply. VAT will be applied at the time your Order is placed. Unless as otherwise specified by us, our invoice which will only be provided to you once an Order has been accepted, shall list the price you are paying, what VAT is payable and what delivery charges are included. To the extent any further import taxes or duties are payable, these will also be included on the invoice. If the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.10.4We reserve the right to increase our fees as advertised by us or on our Synergised Website from time to time, but where this may affect you, we will notify you of any increase.10.5If we have not received payment from you at the point upon which your Subscription Fees are due, and within 14 days after the due date, and without prejudice to our other rights and remedies as may be available to us, including the right to terminate, we may suspend our Services and your access to the Synergised Website.10.6All prices payable by you to us must be paid in full, without set off or deduction. We reserve the right to suspend the supply of any Products to you from your Order, or to terminate this Agreement if you fail to pay for your Order, on or before the due date.

CANCELLATION RIGHTS

11.1 This Agreement shall commence on the acceptance of this Agreement and will remain in force until it is terminated by either you or us in accordance with this clause 13.11.2If you are an individual entering into this Agreement, you have the right to change your mind and may cancel your Order or this Agreement before commencing the Services with us, subject to these terms. Any cancellation must be within 14 days from the date of Order and must be communicated to us in writing. To do this, you must formally notify us of your intention by written notice by emailing us or writing to us at [ info@synergised.uk ]. We will also have a cancellation form accessible through the Synergised Website. In the event that you have already received any Services, these will be deducted from any refund due to you. 11.3If you are entering into this Agreement as a business, we will only agree to a cancellation of our Services at our discretion, otherwise this Agreement shall remain in operation until the expiry of the Subscription Term.11.4Where you are purchasing our Products and place an Order, if you change your mind and no longer wish to proceed with the purchase of the Product, you may cancel your Order, subject to this Agreement:11.4.1you can notify us by email to [ info@synergised.uk ] or by way of a cancellation form through our Website, before we have dispatched your Order to you and unless your Order was bespoke, we can organise a refund or exchange; or11.4.2where your Order has already been delivered, by returning the Products to us in accordance with clause 11.5 below.11.5You can return your Product(s) to us for any reason provided that you notify us in writing within 14 days of the delivery date (beginning with the day following delivery of your Order) for a full refund or exchange. The cost of returning the Order to us shall be borne by you.11.6Please note, there is no right to cancel for the supply of any Products by us that are liable to deteriorate or expire rapidly. Also, you lose the right to cancel for the supply of any sealed Products by us, which are not suitable for return due to health protection or hygiene reasons, if they become unsealed after delivery11.7On safe receipt of the Product(s) we shall refund you in full the amount paid, or an exchange where requested.11.8In the event that your Product is faulty, you must contact us with photographic evidence to support and we will then advise you on the next steps, such as whether we need to organise a collection and refund / exchange. We will schedule collection at our expense.11.9The provisions of this clause 11 does not exclude your statutory rights.11.10Cancellation of sessions:Please give 24 hours’ notice if you must cancel or reschedule a session, with us, where upon we will reschedule to a mutually convenient time. Where any notice is less than 24-hour’s notice, this will result in the cost of that session being non-refundable, unless agreed otherwise. 11.11 No-Show Fee: If you cancel your appointment with less than 24 hours' notice or fail to attend without prior notification, a no-show fee of £20 will be charged. This policy ensures that all clients have access to available appointments and that our time is respected.

OUR LIABILITY TO YOU

12.1You agree that you shall indemnify us and any successor to us, and to the extent required from time to time by us (or any such successor), our officers, agents, sub-contractors and employees, 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 reasonable professional costs and expenses) suffered or incurred by us or any successor to us arising out of or in connection with your negligence, misrepresentation or the breach of any obligation to be performed by you under this Agreement.12.2We will only be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of this Agreement or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the contract is created. We will not be responsible for any loss or damage that is not foreseeable.

Our maximum aggregate liability for a breach of this Agreement (including any liability for the acts or omissions of its employees, agents or subcontractors) whether arising in contract, tort (including negligence), misrepresentation or otherwise shall in no circumstances exceed the price that you have paid to us under this Agreement for your Order, unless there is malice aforethought or gross negligence on our part. In any case, we shall only be obliged to compensate for personal and direct damage to you for which we are liable.
We make no warranty or representation that the Programs are fit for commercial, business or industrial use of any kind (including resale). We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
Nothing in this Agreement seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors), or for fraud or fraudulent misrepresentation.
Nothing in this Agreement seeks to exclude your rights as a consumer. For more information about these rights, please refer to your local Citizens Advice Bureau.
TERMINATION OF THIS CONTRACT

13.1We may end this Agreement with you at any time by contacting you if:13.1.1you do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you that payment is due;13.1.2you do not, within a reasonable time of us asking for it, provide us with information that is required to enable the Programs to be delivered to you by us or any coach that we may sub-contract to; and13.1.3we wish to do so and for no reason.13.2We reserve the right to withdraw the Programs and/or coaching sessions. We may write to you to let you know that we are going to stop providing these and we will let you know at least 7 days in advance if this is necessary and will refund any Subscription Fees on a pro rata basis.

This Agreement will automatically terminate upon completion of the Services by us to you, as long as all payments have been made in connection with this Agreement.
Without affecting any other right or remedy available, either party may terminate this Agreement if:
the other party commits a material breach of any term in this Agreement which is irremediable or (if such breach is remediable) fails to remedy such breach within 28 days after being notified in writing to do so;
the other party repeatedly breaches any terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
the other party suspends, or threatens to suspend payments of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed to pay its debts;
the other party commences bankruptcy or enters a voluntary arrangement with creditors.

13.5On termination for any reason, all rights and licences granted to you under this Agreement will end and you will not be permitted access to the Synergised Website.

SUB-CONTRACTING

14.1We reserve the right to assign or sub-contract any of our Services to other appointed and approved organisations.

INTELLECTUAL PROPERTY RIGHTS

15.1We own or licence all rights, title and interest in and to all of our Intellectual Property Rights including, but not limited to the copyright and trademarks in the Synergised Website and our Services. Except as expressly stated in this Agreement, this Agreement does not confer any other rights or transfer of our intellectual property rights in the Synergised Website and all rights not expressly granted are reserved by us. The structure, code and organisation of the Synergised Website are the valuable trade secrets and Confidential Information of us. 15.2You agree that you must not copy, duplicate, reproduce, modify, or create derivative works from or otherwise modify our Synergised Website, the Services and any Deliverables provided to you.

CONFIDENTIALITY

16.1During the term of the Agreement and for a period of five years thereafter, each party undertakes not to disclose any Confidential Information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. Information which the party states to be confidential shall always be deemed to be a business or professional secret.16.2The confidentiality obligation does not include such information which was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.16.3Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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 implementation of this Agreement.16.4This clause shall survive termination of this Agreement, however arising.

WHOLE AGREEMENT

17.1This Agreement constitutes the entire agreement between you and us regarding your Order and the available Programs and our provision of the Services.

VOUCHER CODES & GIFT CARDS

18.1We may offer discount codes from time to time. All discount codes refer to the price excluding delivery charges. Such codes may only be applied to Orders made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per Client; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the Order in which the codes are to be applied is in our sole discretion. We reserve the right to reject any discount code if we consider that it is being used in breach of this Agreement. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.

If we offer online gift cards, these can only be used for eligible Products on our Synergised Website. Any purchases are deducted from your gift card balance, and you must pay the difference if you buy something which exceeds your balance.
You must not sell gift cards or transfer them between accounts on our site or use them in a way which is unlawful or breaches these terms and conditions. You must not attempt to, or encourage, anyone else to do any of these things.
We may suspend or cancel gift cards and/or close any relevant account and/or cancel any relevant purchase if a relevant payment is charged back or otherwise cancelled or reversed or if we think that the gift cards have been used fraudulently, illegally or in breach of these or our website terms and conditions.
We do not provide any cash or refunds for gift cards (except as required by law).

18.6Gift cards expire within any expiry period that we tell you about when you buy the gift cards.

MISCELLANEOUS

19.1You may not transfer your rights or obligations under this Agreement, but we may transfer our rights under this Agreement to someone else. 19.2Nobody else has any rights under this Agreement. This Agreement is between you andus. 19.3 The invalidity of one or more of the provisions of the Agreement between the parties does not affect the validity of the remaining provisions. In the event that a provision should be invalid, the parties shall replace it by a new provision that adheres as closely as possible to the objectives of the original provision.19.4Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 19.5The abstinence from, or failure to, exercise or enforce its rights by one party with respect to the other party will under no circumstances constitute a waiver thereof, unless such a waiver is in writing and signed by the waiving party. No waiver shall be deemed to be a waiver of any subsequent breach nor any breach of any other provision.19.6Neither party shall be deemed by virtue of this Agreement to be an agent or partner of the other and each party will make clear in all dealings with third parties that it has no authority to make representations on behalf of the other or to bind the other contractually with any third party.19.7The Agreement shall be governed by and interpreted in accordance with English law and shall be subject to the jurisdiction of the English courts. 19.8The Contracts (Rights of Third Parties) 1999 shall not apply to this Agreement and person other than the parties to this Agreement shall have any rights under it.

FORCE MAJEURE

20.1The parties shall have no liability to each other under this Agreement if they are prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by a Force Majeure Event, provided that the other party is notified of such an event and its expected duration. Each party may in such case terminate this Agreement with one month's written notice served on the other if the Force Majeure Event makes it substantially more difficult for that party to perform its obligations under the terms of this Agreement.TERMS AND CONDITIONS – SYNERGISED

THESE TERMS
This Agreement sets forth the universal terms and conditions, together with our Membership Form, Privacy Policy, Cookies Policy, general Terms of Use and any other documents referred to herein (“Agreement”), on which we promote the Synergised health coaching on a membership and consultancy basis. We also promote and sell products through our Synergised Website which are beneficial to our services including wellness products and lab testing.

DEFINITIONS

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to this Agreement or to any other agreement or document referred to in these terms is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
References to clauses are to the clauses of this Agreement.

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