JOHN AND GAIA LTD
Terms and Conditions
1 Definitions and interpretation.
2 Application of these conditions.
6 Participant’s relationship with Venues.
9 Participation in Deliverables.
THE PARTICIPANT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE..
13 Confidentiality and announcements.
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
|Affiliate||means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;|
|Applicable Law||means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;|
|Business Day||means a day other than a Saturday, Sunday or bank or public holiday;|
|Bonus||Additional Deliverables referenced in the Order that shall be provided to the Participant at the absolute discretion of John and Gaia LTD.|
|Conditions||means John and Gaia LTD’s terms and conditions of sale set out in this document;|
|Confidential Information||means any commercial, financial or technical information, information relating to the Deliverables, content, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by John and Gaia LTD or the Participant in performing its obligations under, or otherwise pursuant to the Contract;|
|Control||has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;|
|Controller||shall have the meaning given in applicable Data Protection Laws from time to time;|
|Data Protection Laws||means, as binding on either party or the Deliverables:(a) the GDPR;(b) the Data Protection Act 2018;(c) any laws which implement any such laws; and(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;|
|Data Protection Supervisory Authority||means any regulator, authority or body responsible for administering Data Protection Laws;|
|Data Subject||shall have the meaning in applicable Data Protection Laws from time to time;|
|Deliverables||means the Goods or Services or both as the case may be;|
|Documentation||means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;|
|Face to Face Events||means a series of Deliverables designed to be used collectively that are delivered, either in person, by video conference or other electronic means, to the Participant.The specific times, dates, timeframes and particulars of Face to Face Events are detailed in the Order.|
|Force Majeure||means an event or sequence of events beyond John and Gaia LTD’s reasonable control preventing or delaying it from performing its obligations under the Contract including transport delays, an act of God, fire, flood, lightning, earthquake, pandemic or other natural disaster, strikes, 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 John and Gaia LTD’s or John and Gaia LTD Personnel, but excluding the Participant’s inability to pay or circumstances resulting in the Participant’s inability to pay;|
|GDPR||means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);|
|Goods||means the goods and other physical material set out in the Order and to be supplied by John and Gaia LTD to the Participant in accordance with the Contract;These may include but are not limited to physical or digital products offered by John and Gaia LTD including but not limited to books and electronic reading materials.|
|Intellectual Property Rights||means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:(a) whether registered or not(b) including any applications to protect or register such rights(c) including all renewals and extensions of such rights or applications(d) whether vested, contingent or future(e) to which the relevant party is or may be entitled, and(f) in whichever part of the world existing;|
|International Organisation||has the meaning given in the applicable Data Protection Laws from time to time;|
|John and Gaia LTD||means JOHN AND GAIA LTD, a limited company whose registered office address is at FINCHLEY PARK, EMMET HILL LANE, LADDINGFORD, KENT, ENGLAND, ME18 6BG (Companies House no. 11535485);|
|John and Gaia LTD Personnel||all employees, officers, staff, other workers, agents and consultants of John and Gaia LTD, its Affiliates and any of their sub-contractors including freelancers who are engaged in the performance of the Services from time to time;|
|Order||means the Participant’s order for the Deliverables in broadly the same form as set out in the Participant’s order form at the time of purchase, though subject to some variation.|
|Contract||means this agreement between John and Gaia LTD and the Participant for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;|
|Participant||means the named party in the Contract which has agreed to purchase the Deliverables from John and Gaia LTD and whose details are set out in the Order.|
|Personal Data||has the meaning given in the applicable Data Protection Laws from time to time;|
|Personal Data Breach||has the meaning given in the applicable Data Protection Laws from time to time;|
|Price||has the meaning given in clause 3.1;|
|Processing||has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);|
|Processor||has the meaning given to it in applicable Data Protection Laws from time to time;|
|Protected Data||means Personal Data received from or on behalf of the Participant in connection with the performance of John and Gaia LTD’s obligations under the Contract;|
|Retreats||A Face to Face Event or series of Face to Face Events that require a Venue, involve Venue Activities and/or Venue Instalments.|
|Services||means the services set out in the Order and to be supplied by John and Gaia LTD to the Participant in accordance with the Contract.These may include but are not limited to: Face to Face meetings, one-to-one meetings held, either in-person anywhere in the world or via remote link; online courses; online groups; membership products; and ‘training’ schemes.|
|Specification||means the description or Documentation provided for the Deliverables set out or referred to in the Contract;|
|Sub-Processor||means any agent, subcontractor or other third party (excluding its employees) engaged by John and Gaia LTD for carrying out any processing activities on behalf of the Participant in respect of the Protected Data;|
|VAT||means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and|
|Venue[s]||means any third party venues in the United Kingdom and other countries in Europe where John and Gaia LTD run Face to Face Events and talks.|
|Venue Activities||The activities provided by Venues during Deliverables and Retreats.This shall include but may not be limited to accommodation, food and drink, facilities, hospitality and transfers between the Venue and transport links.|
|Venue Instalment||Any payments that a Venue may require directly from the Participant.|
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 these Conditions apply to all Deliverables offered by John and Gaia LTD.
1.2.2 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.3 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form including email;
1.2.10 a reference to legislation is a reference to that legislation as in force at the date of the Contract OR amended, extended, re-enacted or consolidated from time to time; and
1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Application of these conditions
2.1 These Conditions apply to and form part of the Contract between John and Gaia LTD and the Participant. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Participant’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that John and Gaia LTD otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Participant and John and Gaia LTD respectively.
2.4 Each Order by the Participant to John and Gaia LTD shall be an offer to purchase the Deliverables subject to the Contract including these Conditions.
2.5 If John and Gaia LTD are unable to accept an Order, it shall notify the Participant in writing as soon as reasonably practicable.
2.6 The offer constituted by an Order shall remain in effect and capable of being accepted by John and Gaia LTD for 90 Business Days from the date on which the Participant submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.7 John and Gaia LTD may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.7.1 John and Gaia LTD’s written acceptance of the Order; or
2.7.2 John and Gaia LTD delivering or performing the Deliverables or notifying the Participant that they are ready to be delivered or performed (as the case may be).
2.8 Rejection by John and Gaia LTD of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Participant.
2.9 John and Gaia LTD may issue quotations to the Participant from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Participant.
2.10 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3.1 The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be as advised by John and Gaia LTD from time to time before the date the Order is placed (the Price).
3.2 The Prices are exclusive of packaging, delivery, insurance, shipping carriage, and all other related charges or taxes which are not included in the standard price which shall be charged in addition to John and Gaia LTD’s Price for the Goods and Services.
3.3 The Participant shall pay any applicable VAT to John and Gaia LTD on receipt of a valid VAT
3.4 John and Gaia LTD may increase the Prices at any time by giving the Participant not less than 10 Business Days’ notice in writing provided that the increase does not exceed 50% of the Prices in effect immediately prior to the increase.
3.5 Notwithstanding clause 4, John and Gaia LTD may increase the Prices with immediate effect by written notice to the Participant where there is an increase in the direct cost to John and Gaia LTD of supplying the relevant Deliverables which exceeds 10% and which is due to any factor beyond the control of John and Gaia LTD.
4.1 John and Gaia LTD shall invoice the Participant for the Deliverables, partially or in full, at any time following acceptance of an Order.
4.2 The Participant shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within 3 days of the date of each invoice; and
4.2.2 to the bank account nominated by John and Gaia LTD.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 John and Gaia LTD may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, and
4.3.2 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.
4.4 The Participant warrants that they have obtained the express consent of any individual for whom the Participant is booking Deliverables on their behalf.
5 Goods and Services at Retreats
5.1 Payments for Retreats are generally made in a series of instalments.
5.2 Full details of the instalments are provided to the Participant on payment of the first instalment and may vary depending on the timeframe until the Retreat.
5.3 Some Venues require payment of Venue Installments from John and Gaia LTD. In such circumstances, John and Gaia LTD will use all reasonable endeavours to:
5.3.1 provide Participants with payment details required for John and Gaia LTD to settle the Venue’s booking fees;
5.3.2 John and Gaia LTD will not be responsible for the Participant’s failure to attend a Retreat or make payments in accordance with Venue Instalments required.
5.4 Some Venues require direct payment of Venue Instalments directly from the Participant. In such circumstances, John and Gaia LTD will use all reasonable endeavours to:
5.4.1 provide Participants with payment details provided by a Venue booked for a Retreat;
5.4.2 inform and remind Participants attending Retreats of the deadlines for Venue Instalments to be paid.
5.4.3 John and Gaia LTD will not check if the Participant has paid Venue Instalments directly to the Venue and will not be responsible for the Participant’s failure to attend a Retreat or inability to attend a Retreat due to a failure to pay Venue Instalments.
5.5 All payments made for Retreats and Deliverables provided during Retreats are non-refundable.
5.6 Deliverables provided by John and Gaia LTD are non-refundable.
5.7 John and Gaia LTD do not provide travel insurance within its Deliverables or these Conditions. Participants are advised to obtain their own travel insurance relating to the Deliverables and Retreats.
6 Participant’s relationship with Venues
6.1 The Deliverables to be completed by John and Gaia LTD will be described in the Order and will not include Venue Activities.
6.2 The Venue will be solely responsible for Venue Activities and the accuracy of any information relating to the Venue or Venue Activities.
6.3 John and Gaia LTD may provide information relating to Venues and Venue Activities to Participants. This information has been provided by the Venue and is presented on John and Gaia LTD’s website in good faith that the information provided by the Venue is accurate.
6.4 Participants shall approach Venues directly for information on the Venue and Venue Activities and to confirm the accuracy of information on the Venue and Venue Activities provided on John and Gaia LTD’s website.
6.5 Participants shall approach Venues in advance of Deliverable and Retreats if they have any issues relating to the Venue or Venue Activities, including but not limited to mobility and dietary requirements.
7.1 Within this clause 7, Location shall mean the location specified in the Order.
7.2 The Goods shall be delivered by John and Gaia LTD, or its nominated carrier, to the Location on the date(s) specified in the Order.
7.3 The Goods shall be deemed delivered on arrival of the Goods at the Location by John and Gaia LTD or its nominated carrier (as the case may be).
7.3.1 If the Goods are physical, they shall be deemed delivered upon physical receipt by the Participant;
7.3.2 If the Goods are electronic, they shall be deemed delivered upon electronic receipt by the Participant.
7.4 The Services shall be performed by John and Gaia LTD at the Location on the date(s) specified in the Order.
7.5 The Services shall be deemed delivered by John and Gaia LTD only on completion of the performance of the Services at the Location.
7.6 John and Gaia LTD may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Participant to cancel any other instalment.
7.7 Time is not of the essence in relation to the performance or delivery of the Deliverables. John and Gaia LTD shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
7.8 John and Gaia LTD shall not be liable for any delay in or failure of performance caused by:
7.8.1 the Participant’s failure to attend the Services provided;
7.8.2 the Participant’s failure to pay Venue Instalments;
7.8.3 Force Majeure; and
7.8.4 issues relating to Venue Activities.
8.1 John and Gaia LTD warrants that the Deliverables shall:
8.1.1 conform in all material respects to any sample, their description and to the Specification;
8.1.2 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
8.1.3 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.
8.2 John and Gaia LTD shall not be liable for any failure of the Goods to comply with clause 1 if caused by the Participant’s failure to comply with John and Gaia LTD’s instructions in relation to the Goods.
8.3 Except as set out in this clause 8:
8.3.1 John and Gaia LTD gives no warranty and makes no representations in relation to the Deliverables; and
8.3.2 shall have no liability for their failure to comply with the warranty in clause 1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
8.4 John and Gaia LTD shall provide reasonable assistance to a Participant who has difficulty accessing and using electronic Deliverables provided. However, John and Gaia LTD shall not be liable for the Participant’s inability to access and use the Deliverable because of issues or limitations of the Participant’s technology.
9 Participation in Deliverables
9.1 Participants warrant to ensure they understand the nature of the Deliverables, which are generally holistic, before purchasing an Order. Information on the Deliverables is contained in the Order and on John and Gaia LTD’s website. The Participant should familiarise themselves with the references and concepts described or speak to John and Gaia LTD for further information before purchasing an Order.
9.2 John and Gaia LTD shall deem purchase of an Order as the Participant’s consent to partake in the Deliverables unless informed otherwise.
9.3 In general, you will be participating in holistic and therapeutic activities as part of your holistic course on your Face to Face Events or one-to-one sessions or online course or other John and Gaia LTD. offering. These activities may include (but are not limited to) the following: meditation, relaxation exercises, breathwork, mindfulness exercises, energy work (such as ‘Qigong’), sharing work (where you share your feelings with the group), gentle physical movement, voice dialogue, somatic experiencing exercises, reiki, therapeutic written exercises (such as diary entries to understand your state of mind), therapeutic partner exercises (such as sharing how you feel with a partner, or offering healing in the form of gentle physical touch), movement and expression exercises, healing sound exercises, and so on.
9.4 You therefore participate in the holistic course, Face to Face Events or one-to-one, online course or John and Gaia LTD offering, fully aware of their therapeutic content. A simple exercise, like meditation, can be mentally activating, as well as calming. Simple physical movements can be physically activating, as well as calming. Holistic activities do create physical, mental and emotional effects.
9.5 You participate in the holistic exercises aware that they may well be physically, emotionally and psychologically challenging. If, having informed yourself of the nature of these holistic activities, you think you may have a physical or psychological condition, or suspect you may have one, that may be exacerbated by the exercises, then do consult a medical doctor or psychiatrist before booking, and certainly before attending, the course or any activity offered by or organised by John and Gaia LTD.
9.6 The holistic activities are powerful. That is why people participate in these courses, Face to Face Eventss, one-to-ones, online courses and any other John and Gaia LTD offering: they are therapeutic. And it is important that you understand the potential power of these exercises before you register for participation.
9.7 In relation to clause 1, John and Gaia LTD do not provide medical advice or opinions. Participants are advised to obtain such advice from an appropriate medical professional such as their general practitioner, particularly in relation to their ability to participate in the Deliverables and Retreats beforehand.
9.8 Without prejudice to clause 1, the Participant warrants that it has provided and will continue to provide John and Gaia LTD with all relevant, full and accurate information about the Participant’s medical and general needs. The Participant has sole responsibility for their health when participating in the Deliverables. John and Gaia LTD will not be liable for any damage, direct or indirect, to a Participant’s health.
9.9 The Participant warrants to ensure they only participate in Deliverables that they feel comfortable and capable of doing. If a Participant becomes uncomfortable during a Deliverable, they should immediately cease the Deliverable.
9.10 The Participant warrants to secure their personal possessions during Deliverables or at Retreats.
10.1 The Participant shall indemnify, and keep indemnified, John and Gaia LTD from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by John and Gaia LTD as a result of or in connection with the Participant’s breach of any of the Participant’s obligations under the Contract.
THE PARTICIPANT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to clauses 1 and 11.5, John and Gaia LTD’s total liability shall not exceed the sum of the Order.
11.3 Subject to clause 5, John and Gaia LTD shall not be liable for consequential, indirect or special losses.
11.4 Subject to clause 5, John and Gaia LTD shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit and/or income;
11.4.2 loss of opportunity;
11.4.3 loss of savings, discount or rebate (whether actual or anticipated);
11.4.4 loss of property or theft whilst participating in Deliverables or Retreats.
11.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.5.1 death or personal injury caused by negligence;
11.5.2 fraud or fraudulent misrepresentation; and
11.5.3 any other losses which cannot be excluded or limited by Applicable Law.
12.1 The Deliverables provided by John and Gaia LTD are the sole intellectual property of John and Gaia LTD. Purchase of the Deliverables by a Participant are for the sole use and benefit of that Participant.
12.2 Subject to clause 1, The Participant shall indemnify John and Gaia LTD from and against any losses, costs and expenses (including reasonable professional and legal fees) incurred by it as a result of any action, demand or claim that use of the Deliverables by the Participants that infringes the Intellectual Property Rights of John and Gaia LTD.
13 Confidentiality and announcements
13.1 The Participant shall keep confidential all Confidential Information of John and Gaia LTD and of any Affiliate of John and Gaia LTD and shall only use the same as required to perform the Contract and the Deliverables. The provisions of this clause shall not apply to:
13.1.1 any information which was in the public domain at the date of the Contract;
13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.3 any information which is independently developed by the Participant without using information supplied by John and Gaia LTD or by any Affiliate of John and Gaia LTD; or
13.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.
13.2 This clause shall remain in force in perpetuity from the date of the Contract.
13.3 The Participant shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause14.
13.5 Participants may obtain sensitive, personal and Confidential Information from John and Gaia LTD Personnel as well as other Participants during Deliverables. John and Gaia LTD will not be liable for any loss, whether direct or indirect, as a result of a Participant disclosing this sensitive, personal and Confidential Information of another Participant. However, John and Gaia LTD request that Participants respect the privacy of John and Gaia LTD Personnel and other Participants. This includes their attendance and participation in the Deliverables.
14.1 The parties agree that the Participant is a Controller and that John and Gaia LTD is a Processor for the purposes of processing Protected Data pursuant to the Contract.
14.2 The clause outlines John and Gaia LTD processes regarding Participant’s and potential Participant’s Protected Data and Confidential Information (collectively referred to as “Participant Information” within this clause 14)
How we collect your information
14.3 The primary way John and Gaia LTD process Participant Information is via forms that Participants fill in on John and Gaia LTD’s website. For example, we use a form for you to participate in our ‘quiz’ that asks you for your first name and email.
14.4 Participants will fill out a form with Participant Information when enquiring about Deliverables. Further information will be required if a Participant makes an Order or participates in a Deliverable. This Participant Information will be securely recorded internally at John and Gaia LTD. Additionally, this information is collected more broadly (and as happens on most sites and forms) via Google Analytics, via cookies, and via Google ReCAPTCHA.
What we do with it
14.5 Participants may sign up to John and Gaia LTD’s mailing list to receive emails with promotional offerings relating to future Deliverables of John and Gaia LTD. A Participants’ consent to receive these emails can be withdrawn by unsubscribing.
14.6 John and Gaia LTD obtain and assess Participant Information and usage of John and Gaia LTD’s website to improve performance and accessibility.
Whom we share it with
14.7 John and Gaia LTD do not share Participant Information with third parties for marketing purposes without the Participant’s consent.
14.8 John and Gaia LTD do not give Participant Information to any third parties, except in the case that a Participant has booked a retreat, and John and Gaia LTD then supply their name and surname to the Venue in relation to the booking. Participant Information is only accessible to John and Gaia LTD Personnel in order to supply Participants with information, products and services, and, where necessary, employees of ‘InfusionSoft’, or ‘Simplero’, the systems where Participant information is securely held.
14.9 Under these Conditions, the Participant acknowledges and consents to John and Gaia LTD disclosing Protected Data to third parties for:
14.9.1 the performance of the Contract;
14.9.2 taking steps before entering the Contract; and
14.9.3 the provision of Services and Deliverables.
14.10 John and Gaia LTD shall:
14.10.1 only process (and shall ensure John and Gaia LTD Personnel only process) the Protected Data in accordance with the Contract and these Conditions except to the extent:
(a) that alternative processing instructions are agreed between the parties in writing; or
(b) otherwise required by applicable law (and shall inform the Participant of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
14.10.2 without prejudice to clause 10, if John and Gaia LTD believes that any instruction received by it from the Participant is likely to infringe the Data Protection Laws it shall be entitled to cease providing the relevant Deliverables until the parties have agreed appropriate amended instructions which are not infringing.
14.11 John and Gaia LTD shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Participant.
Where we keep it
14.12 Your data will be stored confidentially, securely, and processed in accordance with the General Data Protection Regulation (2018) principles.
14.13 John and Gaia LTD use the following third-party services to securely store your data.
How long we keep it
14.14 John and Gaia LTD store information only for the purposes for which it was collected. The retention period for your information will depend on your response to our marketing activity (so, for example, if you don’t open any emails over a set period, or your email address becomes inactive, we will cease to use your information and, in a separate action and dependent on the information status, delete that information).
14.15 At the end of the provision of the Services relating to the processing of Protected Data, at the Participant’s cost and the Participant’s option, John and Gaia LTD shall either return all of the Protected Data to the Participant or securely dispose of the Protected Data except to the extent that any applicable law requires John and Gaia LTD to store such Protected Data.
Relevant law – John and Gaia LTD’s obligations
14.16 John and Gaia LTD shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
14.17 John and Gaia LTD shall implement and maintain the technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
14.18 Participants have the right to be informed about the Participant Information that John and Gaia LTD hold on them and what John and Gaia LTD do with it. Participants can do so by emailing the address on John and Gaia LTD’s website.
14.19 John and Gaia LTD shall (at the Participant’s cost):
14.19.1 assist the Participant in ensuring compliance with the Participant’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to John and Gaia LTD; and
14.19.2 taking into account the nature of the processing, assist the Participant (by appropriate technical and organisational measures), insofar as possible, for the fulfilment of the Participant’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
14.20 John and Gaia LTD shall at the Participant’s cost and expense refer to the Participant all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Participant’s responsibility to reply to all such requests as required by applicable law.
14.21 John and Gaia LTD shall, in accordance with Data Protection Laws, make available to the Participant such information that is in its possession or control as is necessary to demonstrate John and Gaia LTD’s compliance with the obligations placed on it under this clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Participant (or another auditor mandated by the Participant) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 14).
Relevant law – Participant’s obligations
14.22 The Participant shall reply to any communication from John and Gaia LTD requesting any further prior specific authorisation of a Sub-Processor promptly and in any event within 10 Business Days of request from time to time. The Participant shall not unreasonably withhold, delay or condition any such authorisation. If there are inaccuracies in this information, however they come to light, John and Gaia LTD will make the reasonable requested changes (e.g., a change in email address). If requested, John and Gaia LTD will delete the Participant Information held on a Participant.
14.23 The Participant shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Participant shall ensure all instructions given by it to John and Gaia LTD in respect of Protected Data (including the terms of the Contract) shall always be in accordance with Data Protection Laws. Nothing in the Contract relieves the Participant of any responsibilities or liabilities under any Data Protection Laws.
14.24 The Participant shall indemnify and keep indemnified John and Gaia LTD against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Participant of its obligations under this clause 14.
15.1 John and Gaia LTD shall not have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. If the Deliverables are subject to a Force Majeure event, John and Gaia LTD shall promptly notify the Participant in writing when the event causes a delay or failure in performance and when it ceases to do so.
15.2 In the unlikely event that your Face to Face Event, holiday, one-to-one, online course or other John and Gaia LTD offering at one of the Venues (or virtually) should be cancelled, for whatever reason, John and Gaia LTD will use its best endeavours to offer you an equivalent alternative.
16.1 John and Gaia LTD may terminate the Contract or any other contract which it has with the Participant at any time by giving notice in writing to the Participant if:
16.1.1 the Participant commits a material breach of the Contract and such breach is not remediable;
16.1.2 the Participant commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
16.1.3 the Participant has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after John and Gaia LTD has given notification that the payment is overdue; or
16.1.4 any consent, licence or authorisation held by the Participant is revoked or modified such that the Participant is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
16.2 If the Participant becomes aware that any event has occurred or circumstances exist, which may entitle John and Gaia LTD to terminate the Contract under this clause 16, the Participants shall immediately notify John and Gaia LTD in writing.
16.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of John and Gaia LTD at any time up to the date of termination.
17.1 Any notice or other communication given by a party under these Conditions shall:
17.1.1 be in writing and in English;
17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3 be sent to the relevant party at the address set out in the Contract.
17.2 Notices may be given, and are deemed received:
17.2.1 by hand: on receipt of a signature at the time of delivery;
17.2.2 by post: at 9.00 am on the second Business Day after posting;
17.2.3 by Royal Mail International Tracked & Signed or Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
17.2.4 by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
17.2.5 by email on receipt of an email from the email address provided by the Participant.
17.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 1 and shall be effective on the date specified in the notice as being the date of such change; or
17.4 All references to time are to the local time at the place of deemed receipt.
17.5 This clause does not apply to notices given in legal proceedings or arbitration.
The rights and remedies provided in the Contract for John and Gaia LTD are cumulative and not exclusive of any rights and remedies provided by law.
19.1 The parties agree that the Contract and any documents entered into pursuant to it constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
19.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on and shall have no remedies in respect of any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
19.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
21.1 The Participant may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part without the prior written consent of John and Gaia LTD.
22.1 John and Gaia LTD shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Participant under the Contract or under any other contract which John and Gaia LTD has with the Participant.
22.2 The Participant shall pay all sums that it owes to John and Gaia LTD under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
23.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
23.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
24.1 No failure, delay or omission by John and Gaia LTD in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by John and Gaia LTD shall prevent any future exercise of it or the exercise of any other right, power or remedy by John and Gaia LTD.
24.3 A waiver of any term, provision, condition or breach of the Contract by John and Gaia LTD shall only be effective if given in writing and signed by John and Gaia LTD, and then only in the instance and for the purpose for which it is given.
The Participant shall comply with Applicable Law.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the conflict.
The Participant shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
28.1 Except as expressly provided for in clause 2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
28.2 Any Affiliate of John and Gaia LTD shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by, and construed in accordance with, the laws of England and Wales.
30.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
31.1 The parties hereby acknowledge that while current events related to the COVID-19 pandemic are known, future impacts of the outbreak are unforeseeable and shall be considered a Force Majeure to the extent that they prevent the performance of John and Gaia LTD’s obligations for Deliverables and these Conditions.
31.2 The Participant warrants to comply with Applicable Law, government advice and guidelines in relation to this clause 31.
31.3 The Participant warrants to comply with the rules and guidance of John and Gaia LTD and Venues for Retreats in relation to this clause 31.
31.4 The Participant warrants that have complied with these guidelines in clauses 2 and 31.3 for the four weeks prior to participating in Deliverables and Retreats.
31.5 The Participant warrants not to attend Deliverable and Retreats if they have any reason to believe that they may have Covid or may have been in contact with a person with Covid.