Terms of Service (Coaches):

Oolong Limited

Terms of Service for Health Coaches

Last updated 20/12/2021

Definitions

 

The following definitions apply to these terms and conditions:

  • Agreement: means the Contract Details and these Terms.

  • Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

  • Client: any person who signs up to use the Avid Platform.

  • Contract: the agreement entered into between the Client and Health Coach.

  • Commission: the amount of commission payable to Avid which shall be at a rate of 20% of the Health Coach’s Net Income received from each Client.

  • Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of Avid for the time being confidential to Avid and trade secrets including, without limitation, technical data and know-how relating to Avid or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Health Coach creates, develops, receives or obtains in connection with this Agreement, whether or not such information (if in anything other than oral form) is marked confidential.

  • Data Protection Legislation: 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).

  • Fees: the amount due to the Health Coach minus Commission.

  • Health Coach: the person providing the Services to Avid as described in the Contract Details.

  • Health Coach Materials: any intellectual property which is owned by the Health Coach prior to the Agreement or is created for the purposes of the Services including Client programmes, food plans, exercise plans and the like.

  • Insurance Policies: professional indemnity insurance cover, and public liability insurance cover.

  • Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

  • Platform: the Avid website, web platform, mobile application and other software or technology which Avid use as part of its business.

  • Services: the services provided by the Health Coach in a consultancy capacity for Avid as described in the Contract Details.

  • Start date: means the date set out in the Contract Details.

  • Terms: means these health coach terms and conditions.

  • Avid Materials: all intellectual property created and owned by Avid.

 

1. Term of Engagement

 

The Health Coach shall provide the Services from the Start Date and shall continue to provide the Services unless terminated by either party giving to the other not less than 30 day’s prior written notice or as otherwise provided in these Terms.

 

2. Services

 

2.1 The Health Coach shall provide the Services with all due care, skill and ability and, unless prevented by ill health or accident, devote as much time as is necessary for the performance of the Health Coach obligations under this Agreement.

 

2.2 After the Start Date, Avid will provide the Health Coach with log in details for their individual account on the Avid Platform. The Health Coach acknowledges that these log in details are personal to the Health Coach and cannot be shared with any other person. The Health Coach will then complete the account set up including providing details for their Health Coach profile. By completing the Health Coach profile, the Health Coach is acknowledging the information it provides is true and accurate.

 

2.3 Avid reserve the right to amend the Health Coach’s account or profile at any time on reasonable notice to the Health Coach.

 

2.4 The Health Coach agrees the performance of the Services shall only be through Avid's Platform.

 

2.5 The Health Coach acknowledges that Avid cannot guarantee the Avid Platform will operate without interruption, delay and/or be error free.

 

2.6 The Health Coach acknowledges that Avid are providing a service to introduce Clients to the Health Coach and this Agreement does not confer any guarantee of the number of Clients a Health Coach may acquire, the amount of Fees that a Health Coach may earn or any other obligation by Avid.

 

2.7 If the Health Coach are unable to provide the Services due to illness or injury the Health Coach shall notify Avid as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 3 in respect of any period during which the Services are not provided.

 

2.8 With Avid's prior written approval, the Health Coach may appoint a suitably qualified substitute to perform the Services on the Health Coach behalf, provided that the substitute shall be required to enter into direct undertakings with Avid, including with regard to confidentiality. We will continue to pay the Health Coach the Health Coach fee as provided in 3.1 below and the Health Coach shall be responsible for the remuneration of (and any expenses incurred by) the substitute. The Health Coach will not be paid for any period during which neither the Health Coach nor any substitute provides the Services. For the avoidance of doubt, the Health Coach will continue to be subject to all duties and obligations under this Agreement for the duration of the appointment of the substitute. The Health Coach shall ensure that they are available on reasonable notice to provide such assistance or information as Avid may require.

 

2.9 The Health Coach undertakes that that they shall not, directly or indirectly:

  • Provide medical advice or any other advice they are not qualified to do so; hold itself out as having authority) to bind Avid in any agreement (unless Avid have specifically permitted this in writing in advance);

  • Use Avid's Materials for any other purpose than for the Services; say anything which may be harmful to the reputation of Avid, whether defamatory or otherwise.

  • Solicit or entice away (or attempt to solicit or entice away) from Avid the business and custom of a Client.

 

2.10 The Health Coach must comply with Avid's policies as brought to the Health Coach’s attention from time to time.

 

2.11 The Health Coach undertakes that it shall not directly or indirectly pursue Clients directly and outside the Avid Platform for the purposes of circumventing or avoiding payment of Commission or any other payments due to Avid in relation to this Agreement.

 

2.12 The Health Coach must comply with the relevant laws in England and Wales. Failure to do so may result in the immediate termination of this Agreement.

 

2.13 The Health Coach have no authority (and shall not hold itself out as having authority) to bind Avid, unless Avid have specifically permitted this in writing in advance.

 

3. Fees and Expenses

 

3.1 In respect of the Services, Avid shall pay the Health Coach the Fee.

 

3.2 The Fee due to the Health Coach shall be a total of the fees paid under the Contracts less the Commission owed to Avid.

 

3.3 On the last Business Day of each calendar month during the Agreement, Avid shall provide the Health Coach with a statement containing details of:

  • the number of Contracts that have been entered into with the Head Coach;

  • the amount of fees earned by the Head Coach;

  • the amount of Commission payable to Avid;

  • the Fees owed to the Health Coach.

 

3.4 On receipt of the statement provided under clause 3.2, the Health Coach shall invoice Avid for the Fees due to them for the Services performed for that month.

 

3.5 Avid shall pay each invoice within 30 days of receipt to a bank account nominated in writing or entered via the Avid Coaching Platform by the Health Coach.

 

3.6 The Fee shall be payable to the Health Coach in pound sterling.

 

3.7 All sums payable under this Agreement including the Fee are exclusive of value added tax or other applicable sales tax.

 

3.8 Avid shall be entitled to deduct from the Fees (and any other sums) due to the Health Coach any sums that the Health Coach may owe to Avid at any time.

 

3.9 The Health Coach shall bear their own expenses incurred in the course of the Agreement.

 

4. Other Activities

 

During the Services, the Health Coach may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place the Health Coach in a conflict of interest with Avid. However, the Health Coach may not be involved in any capacity with a business which does or could compete directly with the business of Avid without prior written consent.

 

5. Confidential Information and Client Property

 

5.1 Either during this Agreement or at any time after the termination of this Agreement the Health Coach shall not use or disclose to any person any Confidential Information about the business or affairs of Avid or any of its business contacts, or about any other confidential matters which may come to the Health Coach knowledge in the course of providing the Services.

 

5.2 The restriction in 5.1 does not apply to:

  • Any use or disclosure authorised by Avid or as required by law; or

  • Any information which is already in, or comes into, the public domain otherwise than through the Health Coach unauthorised disclosure.

 

5.3 All documents, manuals, hardware and software provided for the Health Coach use by Avid, and any data or documents (including copies) produced, maintained or stored on Avid's computer systems or other electronic equipment remain the property of Avid.

 

6. Data Protection/Privacy

 

6.1 The Health Coach consent to Avid holding and processing data relating to the Health Coach for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the applicable data protection legislation relating to the Health Coach including, as appropriate and to the extent permitted by local laws:

  • The Health Coach racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

  • Information relating to any criminal proceedings in which the Health Coach have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

 

6.2 The Health Coach consent to Avid making such information available to those who provide products or services to Avid such as advisers, regulatory authorities, governmental and potential purchasers of Avid or any part of its business.

 

6.3 The Health Coach consent to the transfer of such information to Avid's business contacts in order to further its business interests.

 

6.4 The Health Coach agree to comply with Avid's privacy policy (www.avid.health/privacy) when processing personal data relating to any Client of Avid or any other personal data or information provided by Avid.

 

7. Intellectual Property

 

7.1 The Health Coach hereby assigns to Avid all existing and future Intellectual Property Rights (including but not limited to copyright and related rights) created by the Health Coach for the purposes of the Avid Platform during the Term of this Agreement.

 

7.2 All Intellectual Property Rights in or arising out of or in connection with Health Coach Materials shall be owned by the Health Coach. The Health Coach grants to Avid a fully paid-up, worldwide, non-exclusive, royalty free licence to copy and modify the Health Coach Materials to such extent as is necessary for the purposes of Avid's business including but without limitation Client programmes, diet plans and exercise plans.

 

7.3 The Health Coach agree promptly to execute all documents and do all acts as may, in the opinion of Avid, be necessary to give effect to this 7. No other payment other than the Fees will be made in consideration of this assignment, unless required by law.

 

7.4 The Health Coach agrees to indemnify Avid and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Health Coach Materials supplied by the Consultant to the Client during the course of providing the Services. The Consultant shall maintain adequate liability insurance coverage.

 

8. Insurance and Liability

 

8.1 The Health Coach shall have personal liability for and shall indemnify Avid for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Health Coach or a substitute engaged by the Health Coach of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Agreement full and comprehensive Insurance Policies.

 

8.2 The Health Coach shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to Avid and that the level of cover and other terms of insurance are acceptable to and agreed by Avid .

 

8.3 The Health Coach shall on request supply to Avid copies of such Insurance Policies and evidence that the relevant premiums have been paid.

 

8.4 The Health Coach shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Health Coach become aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Health Coach shall notify Avid without delay.

 

8.5 Subject to clause 8.7, Avid's total liability to the Health Coach shall not exceed £500.

 

8.6 Subject to clause 8.7, Avid's shall not be liable to the Health Coach for any of the following types of loss: loss of profits, loss of business, loss of agreement or arrangements with Clients, loss of use or corruption of data or information, loss of damage to goodwill, indirect or consequential loss.

 

8.7 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:

  • Death or personal injury caused by negligence; and

  • Fraud or fraudulent misrepresentation.

 

9. Termination

 

9.1 Avid may at any time terminate this Agreement with immediate effect with no liability to make any further payment to the Health Coach (other than in respect of any accrued Fees at the date of termination) if:

  • The Health Coach are in material breach of any of the Health Coach obligations under this Agreement;

  • The Health Coach commits any gross misconduct affecting the business of Avidor any of their Clients;

  • The Health Coach commits any fraud or dishonesty or acts in any manner which in the opinion of Avidbrings or is likely to bring Avid into disrepute or is materially adverse to the interests of Avid;

  • Avid withdraws the Platform or use of the application; or other than as a result of illness or accident, after notice in writing, the Health Coach wilfully neglect to provide or fail to remedy any default in providing the Services.

  • Any delay by Avid in exercising its rights to terminate shall not constitute a waiver of those rights.

 

10. Obligations on Termination

 

10.1 On termination of the Agreement:

  • Avid shall suspend the Health Coach’s account for the Avid Platform;

  • Any Avid Materials in the Health Coach’s possession and any original or copy documents obtained by the Health Coach in the course of providing the Services shall be returned to Avid. The Health Coach also undertake to irretrievably delete any information relating to the business of Avid stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in the Health Coach’s possession or under the Health Coach control outside the premises of Avid.

11. Status

 

11.1 The Health Coach will be an independent contractor and nothing in this Agreement shall render the Health Coach an employee, worker, agent or partner of Avid and the Health Coach shall not hold itself out as such.

11.2 The Health Coach shall be fully responsible for and indemnify Avid against any liability, assessment or claim for:

  • Taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and

  • Any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Health Coach or any substitute against Avid arising out of or in connection with the provision of the Services.

 

12. Notice

 

12.1 Any notice or other communication given to Avid under or in connection with this Agreement shall be in writing, addressed to Avid at the email or address set out in the Contract Details. 12.2 By signing the Agreement with Avid , you agree for Avid to sending you newsletters, updates and similar content relating to Avid and its business.

 

12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

13. Variation

This Agreement may only be varied by a document signed by both the Health Coach and Avid.

 

14. Third Party Rights

 

Unless otherwise stated, no person other than the Health Coach and Avid shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party.

 

15. Governing Law

 

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

 

16. Jurisdiction

 

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).