Terms and Conditions

1. Interpretation

1.1 Definitions

Affiliate – in relation to the Client, any entity that directly or indirectly controls, is controlled by, or is under common control with the Client from time to time.
Agreement (Partner) – the contract between the Client and the Supplier for the supply of the Services in accordance with the Order Form, any Change Order Form, these Terms and Conditions and any Schedules.
Business Day – a day (other than a Saturday, Sunday or public holiday) when banks in the jurisdiction where the Client is based are open for business.
Charges – the charges payable by the Client for the supply of the Services by the Supplier, as set out in the Order Form.
Change Order Form – template at Schedule 4 to facilitate the amendment to the Order Form as agreed by the parties.
Client – the organisation named on the Order Form and any Affiliates.
Coaches – qualified and vetted personnel appointed by the Supplier through a consultancy agreement to provide the Services.
Coaching Subscription – the number of coaching sessions committed to over a period of 12 months as set out in the Order Form, including any additional sessions agreed through a Change Order Form.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and Appropriate Technical Measures – as defined in the Data Protection Legislation.
Client Materials – all materials, equipment and tools, drawings, specifications and data supplied by the Client to the Supplier. Client Staff – Client personnel engaged by employment contracts or consultancy agreements with the Client, and who have access to Sanctus services. Data Protection Legislation – the UK Data Protection Legislation and any other EU legislation relating to personal data and all other legislation and regulatory requirements in force relating to use of personal data (including Privacy and Electronic Communications Regulations).
Initial Term – as set out in the Order Form.
Intellectual Property Rights – patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, confidential information and all other intellectual property rights, registered or unregistered, including applications, renewals and claims to priority anywhere in the world.
Notice Period – the number of days as set out in the Order Form in which a party must give prior written notice to terminate this Agreement without cause.
Order Form – the form completed by the parties setting out key commercial terms incorporated into and forming part of this Agreement.
Policies – the Client’s mandatory policies as set out in Schedule 2, as amended by notification to the Supplier.
Renewal Term(s) – as set out in the Order Form.
Services – the services to be provided by the Supplier under this Agreement and the Policies in Schedule 2 and described in the Order Form.
Services Start Date – the day on which the Supplier is to start provision of the Services, as set out in the Order Form.
Sessions – the coaching sessions available to Client Staff.
Supplier IPRs – all Intellectual Property Rights subsisting in the Services (excluding any Client Materials) or otherwise necessary for a Client to receive and use the Services.
Supplier Personnel – employees and contractors including the Supplier Coaches.
Term – the Initial Term and any Renewal Terms.
UK Data Protection Legislation – all applicable data protection and privacy legislation in force in the UK including GDPR ((EU) 2016/679), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 as amended.

1.2 Interpretation

a. The Schedules form part of this Agreement and have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

b. A reference to a statute or statutory provision is to it as amended, extended or re-enacted. It includes any subordinate legislation under it.

c. Words following “including”, “include”, “in particular”, “for example” or similar expressions are illustrative and do not limit the preceding terms.

d. A reference to writing or written includes email.

2. Appointment

2.1 By clicking “I accept”, “I agree” or signing the Order Form, the Client acknowledges it has read, understood and agrees to be bound by this Agreement (the date of such occurrence being the Services Start Date).

2.2 This Agreement permits Affiliates to use the Services through the Client. The Client and the Supplier remain the only contracting parties, with the Client ensuring Affiliate compliance on their behalf.

3. Commencement and term

3.1 The Agreement commences on the Services Start Date and continues for the Initial Term and any Renewal Terms, unless terminated by either party giving the agreed Notice Period or as otherwise set out.

4. Supply of services

4.1 The Supplier shall supply the Services to the Client, and any instructed Affiliate, from the Services Start Date in accordance with this Agreement.

4.2 The Supplier shall use reasonable endeavours to meet performance dates in the Order Form, but any such dates are estimates only and time is not of the essence.

4.3 In supplying the Services, the Supplier shall:

perform the Services with the highest level of care, skill and diligence in accordance with best practice;
use Personnel suitably skilled and experienced in sufficient numbers;
provide all equipment, tools, vehicles and items required;
comply with all applicable laws, statutes and regulations;
observe health and safety and security requirements at the Client’s premises, if notified in advance.

4.4 If the Client or its agents prevent or delay performance, the Supplier is entitled to an extension of time or may suspend or withdraw the Services without liability.

4.5 The Supplier shall ensure all Supplier Personnel, including Coaches, have suitable skills and sufficient numbers, subject to the Policies in Schedule 2.

4.6 If demand for Sessions increases, the Supplier and Client may agree in writing to increase Sessions and adjust Charges via a Change Order Form.

5. Client’s obligations

5.1 The Client shall ensure any Affiliate using the Services complies with this Agreement.

5.2 The Client shall:

provide access to premises, data and facilities as reasonably requested and agreed;
provide necessary information, including health and safety requirements, as reasonably requested.

5.3 Client failure to comply relieves the Supplier only from the date the Supplier notifies the Client in writing of the failure and its effect.

5.4 The Client acknowledges Services are workplace coaching and wellbeing only, not counselling or psychotherapy. Client Staff must not engage in such services with Supplier Coaches without prior written approval. The Client indemnifies the Supplier against losses from breach of this clause.

5.5 Sessions must be booked by Client Staff only. The Supplier is not liable for Sessions attended by non-Client Staff.

5.6 The Client is responsible for ensuring Client Staff attend booked Sessions and comply with the Sessions Policy in Schedule 2. The Supplier is not liable for non-attendance or non-compliance unless at fault as set out.

6. Warranties

6.1 Each party warrants it will:

obtain and maintain all necessary consents, licences and permissions;
have authority to enter and perform this Agreement by a duly authorised representative.

6.2 The Client warrants it has authority to enter this Agreement on behalf of any benefiting Affiliates.

7. Intellectual property

7.1 The Supplier and its licensors retain ownership of all Supplier IPRs. The Client and its licensors retain ownership of all Client Materials.

7.2 The Supplier grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence to use Supplier IPRs during and after Sessions to receive and practise the Services. This licence does not permit copying, translating, incorporating, uploading or creating derivatives of Supplier IPRs.

7.3 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify Client Materials for the term to provide the Services.

8. Charges and payment

8.1 The Client shall pay the Supplier the Charges in consideration for the Services. The Client remains liable as guarantor for any Charges incurred by Affiliates.

8.2 All amounts exclude VAT, which the Client shall pay at the prevailing rate upon receipt of a valid VAT invoice.

8.3 The Supplier shall submit invoices for Charges plus VAT monthly in arrears or as agreed, with supporting information as required.

8.4 The Client shall pay each proper invoice to a bank account nominated by the Supplier.

8.5 Late payments incur interest at 1 % above the Bank of England base rate per annum, accruing daily from the due date until paid.

8.6 Neither party may set off liabilities against the other, whether present or future, liquidated or unliquidated.

9. Limitation of liability

9.1 Nothing limits the Client’s liability under clause 5.4.

9.2 Liability that cannot be limited by law is not excluded, including for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
statutory liability that cannot be limited.

9.3 Subject to clause 9.2, the Supplier’s total liability per contract year shall not exceed the Cap.

9.4 In clause 9.3:

Cap – the greater of Charges and 200 % of total Charges in the contract year where breaches occurred.
Contract year – 12 months from the Agreement date or anniversary.
Total Charges – all sums paid and payable under the Agreement for goods and services supplied.
Total liability – liability in contract, tort, breach of statutory duty or otherwise.

9.5 Subject to clauses 9.1, 9.2 and 9.6, the Client’s total liability per contract year shall not exceed 150 % of total Charges paid and payable.

9.6 The Client remains liable for Affiliate use and indemnifies the Supplier against liabilities, costs, damages and losses arising from Affiliate acts or omissions.

9.7 Excluded losses:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill;
indirect or consequential loss.

10. Insurance

10.1 During the term and for two years thereafter, the Supplier shall maintain professional indemnity and public liability insurance with a reputable insurer and provide certificates and premium receipts on request.

11. Rescheduling or cancellation

11.1 The Supplier may cancel or reschedule Coaching Sessions as set out in the Policies in Schedule 2.

11.2 Client Staff may reschedule or cancel Sessions as set out in the Policies in Schedule 2. Notices under 24 hours count as delivered within the Coaching Subscription.

12. Termination

12.1 Either party may terminate immediately if:

a material breach not remedied within 30 days of written notice;
insolvency events, administration, liquidation, receivership or cessation of business (or analogous procedures abroad);
suspension or threat to cease substantial business operations.

12.2 Provisions intended to survive termination remain in force.

12.3 Termination does not affect accrued rights, remedies, obligations or liabilities up to the date of termination.

13. Exit arrangements

13.1 On termination, the Client shall inform Client Staff that Sessions are ending and ensure all outstanding Charges are paid.

14. Data Protection

14.1 Both parties shall comply with the Data Protection Legislation. This clause is additional and does not replace any rights or obligations under that legislation.

14.2 The Client consents to the Supplier appointing Coaches as third-party processors. The Supplier remains liable for their acts or omissions. The Client ensures appropriate consents and notices for lawful data transfer.

14.3 The Supplier shall:

process personal data only on documented Client instructions unless required by law, notifying the Client if relying on EU laws;
maintain technical and organisational measures, reviewed by the Client, to protect personal data (eg pseudonymisation, encryption, resilience, regular assessments);
ensure personnel processing data keep it confidential;
not transfer data outside the EEA without prior Client consent and where:

appropriate safeguards are in place;
data subjects have enforceable rights and remedies;
Supplier provides adequate protection;
Supplier follows reasonable Client instructions.

assist the Client, at the Client’s cost, with data subject requests, breach notifications, impact assessments and consultations;
notify the Client without undue delay of personal data breaches;
on Client direction, delete or return personal data on termination unless law requires retention;
maintain records to demonstrate compliance and inform the Client of any infringing instructions.

14.5 If processing outside the EEA in a non-adequate country, the unchanged Standard Contractual Clauses as published by the European Commission apply.

15. General

15.1 Force majeure

Neither party is in breach or liable for delay or failure due to events beyond reasonable control. If delay continues for one month, the unaffected party may terminate with 20 days’ written notice.

15.2 Subcontracting

Apart from appointing Coaches, the Supplier may not subcontract without prior written consent. If consented, the Supplier remains responsible for subcontractor acts or omissions.

15.3 Confidentiality

a. Each party shall not disclose any confidential information of the other during the Agreement and for two years after, except as permitted.

b. Disclosure permitted to officers, employees, representatives or advisers who need it for Agreement obligations, subject to confidentiality; and
c. Disclosure required by law, court or regulatory authority.

d. Neither party shall use the other’s confidential information except to perform the Agreement.

15.4 Entire agreement

This Agreement constitutes the entire agreement and supersedes all prior agreements, promises, warranties and representations relating to its subject matter.

15.5 Variation

No variation is effective unless in writing and signed using the Change Order Form at Schedule 4.

15.6 Waiver

a. A waiver of any right or remedy is only effective if in writing and does not waive subsequent rights.

b. Failure or delay to exercise any right or remedy does not waive that or any other right or remedy.

15.7 Severance

If any provision is invalid, illegal or unenforceable, it is modified to the minimum extent necessary or deleted without affecting the rest of the Agreement.

15.8 Notices

a. Notices must be in writing and either delivered by hand or pre-paid first-class post/next working day delivery to registered office/principal business address, or sent by email to the address in the Order Form.

b. Notices are deemed received: by hand on signature, by post at 9 am on the second Business Day after posting, by email at transmission or when business hours resume (9 am–5 pm Mon–Fri not public holiday).

c. Clause 15.8 does not apply to service of legal proceedings or arbitration documents.

15.9 Survival

Provisions intended to survive termination remain in force, and termination does not affect accrued rights or liabilities.

15.10 Third party rights

This Agreement does not give rise to third-party enforcement rights unless expressly stated. Rights to terminate or vary are not subject to third-party consent.

15.11 Assignment and other dealings

a. The Client may assign services to an Affiliate but may not novate, transfer, mortgage, charge, subcontract, delegate, declare a trust or otherwise deal with rights or obligations.

b. The Supplier may assign, novate, mortgage, charge, delegate, declare a trust or otherwise deal with any rights under this Agreement.

15.12 Governing law

This Agreement and any dispute (including non-contractual) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

15.13 Jurisdiction

Each party irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

15.14 Language

a. This Agreement is drafted in English. If translated, the English version prevails.

b. Notices and all documents under this Agreement shall be in English or accompanied by a certified English translation.

c. If translated, the English version prevails unless the document is constitutional, statutory or official.

Schedule 1 – Services

The Supplier (“we, our, us”) shall provide the Client (“you, your”) the following services:

An agreed number of coaching sessions depending on business size, ensuring responsible and impactful provision aligned with our ethos on mental health.
A vetted and accredited coach thoroughly assessed by our Head Coaches, selected from diverse backgrounds to build a safe workplace space (subject to Policies in Schedule 2).
A pool of carefully selected coaches offering flexibility for Client Staff to choose the coach best reflecting their needs, supported by our rigorous multi-stage recruitment and development process.
Coaches properly trained as ‘human’ coaches on all aspects of life, not business-only coaches, focusing on meaningful change rather than matching company culture.

Schedule 2 – Policies

See: https://pages.sanctus.io/policies/

Schedule 3 – Data Protection

1. Processing by the Supplier

1.1 Scope, nature & purpose of processing

The Supplier will collect, store, process and use data relating to the Client and Client Staff to provide Services under this Agreement and Policies in Schedule 2, including passing data to third parties for service provision and legitimate business interests.

1.2 Duration of the processing

The Term plus seven years from Agreement termination.

2. Types of personal data

2.1 First name, surname, email address, IP address, gender, job title.

3. Categories of data subject

Client Staff.

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