Heartstyles Accredited Associate Terms

These Accredited Associate Terms apply to any and all Statements of Work entered into between Heart Brands UK Ltd, trading as Heartstyles (“Heartstyles”) of Orion Gate, Guildford Road, Woking, Surrey, United Kingdom, GU22 7NJ and the Accredited Associate named in the On-Boarding Agreement (as defined below) and each Statement of Work (as defined below) entered into between Heartstyles and the Accredited Associate. The On-Boarding Agreement, each Statements of Work and these Accredited Associate Terms are referred to together as the "Agreement".

AGREED TERMS:

1. Services

1.1 The Accredited Associate:

1.1.1 is appointed by Heartstyles on a non-exclusive basis under an on-boarding agreement agreed in writing by the parties ("On-Boarding Agreement") to design and deliver leadership, culture, team and coaching projects and programs that include the Heartstyles online development tool (the “Heartstyles Indicator”) and subsequent processes and content (together the “Services”); and

1.1.2 shall from time to time, provide the Services in such locations as reasonably required by Heartstyles from time to time in order to support Heartstyles’ or another Accredited Associate’s delivery of comparable Services.

1.2 For particular projects, the parties will enter into a written statement of work in the form specified by Heartstyles setting out details of the particular project and the terms that apply in respect of such project ("Statement of Work").

2. Obligations of the Accredited Associate

2.1 For the Duration of the Agreement the Accredited Associate shall provide the Services with the highest level of care, skill and diligence in accordance with best practice and, unless prevented by ill health or accident, carry out the following:

2.1.1 perform all Services described in clause 1 of this Agreement; and

2.1.2 embrace the Heartstyles brand and culture and work co-operatively with Heartstyles and its network of Accredited Associates as reasonably required by Heartstyles from time to time.

2.2 The appointment under clause 1.1.1 and the license granted to the Accredited Associate under clause 9.4 is conditional on the Accredited Associate meeting the “Accreditation Requirements” of their Accreditation Tier as set out at paragraph 3 of Appendix 2.

2.3 The following restrictions apply to the Accredited Associate’s provision of the Services:

2.3.1 Accredited Associate cannot certify third parties looking to become Accredited Associates, or any other form of certified Heartstyles representative unless otherwise authorised by a separate agreement with Heartstyles;

2.3.2 Accredited Associate cannot call upon other consultants or facilitators who are not Heartstyles Accredited Associates to deliver Heartstyles programs, material, coaching or advice to their clients; and

2.3.3 Heartstyles has set end-user pricing in different currencies for Accredited Associates which generally offers a 20% discount from Heartstyles’ price list. Accredited Associates may not resell a Heartstyles Indicator for more than the list price, which is published on the Heartstyles website.

2.4 If the Accredited Associate cannot provide the Services due to illness or injury they must notify Heartstyles as soon as reasonably practicable.

2.5 The Accredited Associate must:

2.5.1 comply with Heartstyles’ anti-corruption and bribery policy and procedures; and

2.5.2 not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence.

2.6 Accredited Associate warrants that it has in place, and will maintain throughout the term:

2.6.1 all necessary authorities, licenses and registrations required to deliver the Services; and

2.6.2 public liability and professional indemnity insurance, travel insurance and other insurances as are prudently required to provide the Services and to meet any indemnities that may arise under clause 11.3,

and agrees to provide a copy of such insurance policies to Heartstyles on request.

3. Engagement of Clients

3.1 Heartstyles will use reasonable endeavours to introduce new clients to the Accredited Associate in line with the client types identified on the Accredited Associate's Accreditation Tier. In these circumstances the client will be engaged by Heartstyles as a client of Heartstyles, with the Accredited Associate appointed by Heartstyles to provide the Services on Heartstyles' behalf under a Statement of Work.

3.2 If a client approaches the Accredited Associate to request Services directly or indirectly (other than through an introduction by Heartstyles), the Accredited Associate must first notify Heartstyles. Heartstyles may then, at its discretion:

3.2.1 engage the client as a Heartstyles client and provide the Services to the client directly;

3.2.2 engage the client as a Heartstyles client and engage the Accredited Associate to provide the Services to the client; or

3.2.3 permit the Accredited Associate to engage the client directly, outside of the terms of this Agreement.

3.3 If Heartstyles engages the Accredited Associate under clause 3.2.2, the Accredited Associate must require the client to agree to terms of engagement identical to Heartstyles' Terms of Business which are available from Heartstyles on request, subject that the Accredited Associate must substitute Heartstyles' company information for its own within the Terms of Business so the Accredited Associate is the party that contracts with the Client.

4. Fees

4.1 In consideration of the rights granted to the Accredited Associate, the Accredited Associate shall pay to Heartstyles the Accreditation Fee as set out in the On-Boarding Agreement within thirty (30) days of signature of the On-Boarding Agreement.

4.2 On the first and each subsequent anniversary of the On-Boarding Agreement, the Accredited Associate shall pay the Annual License Fee to Heartstyles as set out in the On-Boarding Agreement.

4.3 Heartstyles reserves the right to amend the Annual License Fee payable by the Accredited Associate on not less than thirty (30) days’ notice.

4.4 If Heartstyles appoints the Accredited Associate to provide the Services for a specific project under a Statement of Work, Heartstyles shall pay the Client the Project Fee as set out in the applicable Statement of Work.

4.5 Heartstyles agrees to reimburse the Accredited Associate for reasonable travel expenses incurred in providing the Services, subject to the Accredited Associate providing evidence of all travel expenses to Heartstyles in the form of receipts or other payment confirmations and, for Services agreed under a Statement of Work, only up to the Expenses Cap detailed in the relevant Statement of Work.

4.6 If Accredited Associate’s clients decide to purchase the Heartstyles Indicator, the Accredited Associate shall notify Heartstyles of this in writing and:

4.6.1 Heartstyles shall invoice the Accredited Associate for the order. The price for the Heartstyles Indicator payable by the Accredited Associate shall include a 20% discount on Heartstyles' then-current rates; and

4.6.2 Heartstyles shall be under no obligation to deliver the Heartstyles Indicator until the relevant order has been paid in full by the Accredited Associate.

4.7 The Accredited Associate shall pay each invoice submitted to it by Heartstyles within thirty (30) days of receipt to a bank account nominated in writing by Heartstyles from time to time.

4.8 Without prejudice to any other right or remedy that it may have, if the Accredited Associate fails to pay Heartstyles any sum due under this Agreement on the due date:

4.8.1 the Accredited Associate shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, accruing each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

4.8.2 Heartstyles may suspend access to any Heartstyles Indicator if an invoice payable by the Accredited Associate to Heartstyles is overdue.

4.9 All sums payable to Heartstyles under this Agreement are exclusive of VAT (and the Accredited Associate shall in addition pay an amount equal to any VAT on those sums on delivery of a VAT invoice) and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5. Heartstyles Services

5.1 Heartstyles shall provide the following to support the Accredited Associate’s provision of the Services:

5.1.1 provide technical support initially by introductory video;

5.1.2 provide the Accredited Associate with marketing and promotional literature as Heartstyles deems necessary to enable the Accredited Associate to render its services in accordance with the Accredited Associate's Accreditation Tier as set out at paragraph 3 of Appendix 2;

5.1.3 provide the Accredited Associate with referrals to Heartstyles' existing clients in accordance with the Accredited Associate's Accreditation Tier as set out at paragraph 3 of Appendix 2; and

5.1.4 develop a community of like-minded, like-hearted Accredited Associates all working together.

6. Accreditation Tiers

6.1 Heartstyles will assign the Accredited Associate an Accreditation Tier as detailed in the key contract particulars. The Accreditation Tier will be determined by Heartstyles in its sole discretion.

6.2 Each Accreditation Tier requires the Accredited Associate to meet certain Accreditation Requirements as further set out at paragraph 3 of Appendix 2.

6.3 Heartstyles may, on thirty (30) days' written notice, by reference to the Accreditation Requirements, move the Accredited Associate between the Accreditation Tiers.

6.4 If at any time the Accredited Associate fails to meet the Accreditation Requirements in Tier 1, Heartstyles shall have the right to terminate this Agreement in accordance with clause 12.2.1.

7. Heartstyles’ brand and client feedback

7.1 The Accredited Associate acknowledges that it is a caretaker of the Heartstyles’ brand and culture and will not do anything which may damage the reputation of Heartstyles or bring Heartstyles into disrepute, particularly with regard to the Heartstyles Indicator and Heartstyles’ Intellectual Property Rights (as defined below).

7.2 Heartstyles may, from time to time, contact clients directly and obtain feedback on the service quality provided by an Accredited Associate. Heartstyles will share any feedback concerning the client’s satisfaction and/or dissatisfaction and provide coaching to continuously improve service levels.

7.3 The Accredited Associate has no authority to, and must not purport to, bind Heartstyles to any agreement or otherwise hold itself out as being authorised to deal as an agent of Heartstyles except as authorised in writing by Heartstyles, in accordance with this Agreement.

8. Confidential Information

8.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except as permitted by clause 8.2.

8.2 Each Party may disclose the other Party's confidential information:

8.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement, or to its actual or potential shareholders for corporate governance or potential investment purposes. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause; and

8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that (where possible) notice and all reasonable details of such disclosure requirement is given by the disclosing Party to the other Party prior to such disclosure.

8.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

8.4 All equipment, correspondence, records, specifications, software, models, notes, reports and other documents (and any copies thereof) provided by Heartstyles, and any data or documents (including but not limited to copies) produced, maintained or stored on the Accredited Associate’s computer systems or other electronic equipment remain the property of Heartstyles (“All Property”). On the termination of this Agreement and/or if requested to do so during the duration of the Agreement, the Accredited Associate must immediately return All Property to Heartstyles in accordance with its instructions.

9. Intellectual Property

9.1 For the purposes of this Agreement, “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and neighboring and related 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, rights to use, and protect the confidentiality of, confidential information (including but not limited to know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including but not limited to 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.

9.2 All Intellectual Property Rights in the materials provided by Heartstyles to the Accredited Associate (including without limitation in the Heartstyles Indicator) and all Intellectual Property Rights related to the Services ("Heartstyles Materials") and any Developments to the Heartstyles Materials (as defined below) are and at all times remain the absolute property of Heartstyles (and/or its licensors).

9.3 From time to time Heartstyles may, at its sole discretion, permit the Accredited Associate to produce materials that incorporate the Heartstyles Materials. Such use shall be in accordance with a separate written agreement between the parties.

9.4 Heartstyles grants to the Accredited Associate for the duration of this Agreement a non-exclusive, revocable license to refer to itself as a “Heartstyles Accredited Associate” when providing the Services, and the right to use the Heartstyles Intellectual Property Rights set out in the relevant Accreditation Tier in Appendix 2.

9.5 The Accredited Associate acknowledges that, in providing the Services, it may develop or otherwise provide to Heartstyles ideas, designs, concepts, inventions, improvements, enhancements, modifications or other Intellectual Property Rights in connection with the Heartstyles Materials (“Developments”).

9.6 The Accredited Associate hereby assigns to Heartstyles with full title guarantee all existing and future Intellectual Property Rights in the Developments, and waives unconditionally and irrevocably any moral rights it may have in connection with such Intellectual Property Rights. The Accredited Associate will promptly execute all documents and do all acts as may, in the opinion of Heartstyles, be necessary to give effect to this clause. Such assignment and further assurance includes but is not limited to the Accredited Associate ensuring that all use of the Intellectual Property Rights enures to Heartstyles and that any goodwill derived by use of the Intellectual Property Rights accrues to Heartstyles.

9.7 The Accredited Associate agrees not to apply to register as a trade mark, company name, domain name or anything else, the Intellectual Property Rights owned by or licensed to Heartstyles, or anything similar thereto.

9.8 The Accredited Associate warrants that the Intellectual Property Rights transferred to Heartstyles under this clause do not infringe any third party’s intellectual property rights.

10. Data Protection

10.1 Heartstyles will collect and Process information relating to the Accredited Associate in accordance with its privacy notice made available via the Heartstyles website.

10.2 Accredited Associate and Heartstyles acknowledge that if Heartstyles is the Controller and the Accredited Associate is the Processor then the provisions of clauses 10.3 – 10.6 shall apply.

10.3 Paragraph 1 of Appendix 1 to this Agreement sets out the scope, nature and purpose of the Processing by the Accredited Associate, the duration of the Processing, the types of Personal Data, and categories of Data Subject.

10.4 Accredited Associate shall, in relation to any Personal Data Processed by it:

10.4.1 Process that Personal Data only on written instructions of Heartstyles;

10.4.2 keep the Personal Data confidential, and ensure anyone it grants access to the Personal Data is subject to written confidentiality obligations;

10.4.3 comply with the Heartstyles’ reasonable instructions with respect to Processing Personal Data;

10.4.4 not transfer any Personal Data outside of the UK or European Economic Area or instruct sub-Processors of the Personal Data without Heartstyles’ prior written consent;

10.4.5 assist Heartstyles in responding to any Data Subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with Supervisory Authorities or regulators;

10.4.6 notify Heartstyles immediately if its Processing instructions infringe applicable laws;

10.4.7 notify Heartstyles without undue delay on becoming aware of a Personal Data Breach or communication which relates to its or Heartstyles’ compliance with the Data Protection Legislation;

10.4.8 at the written request of Heartstyles, delete or return Personal Data and any copies thereof to Heartstyles on termination of this Agreement unless required by the Data Protection Legislation to store the Personal Data; and

10.4.9 maintain complete and accurate records and information to demonstrate compliance with this clause and allow for audits by Heartstyles or its designated auditor.

10.5 Accredited Associate shall ensure that it has in place appropriate technical or organizational measures, reviewed and approved by Heartstyles, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include (but are not limited to), where appropriate:

10.5.1 making provision for the loss or theft of a device, such as by adopting a policy where all personal computers and laptops utilized to store Personal Data are encrypted (hard drive encryption) utilizing technologies such as Bitlocker (Windows) and Filevault (Apple);

10.5.2 pseudonymising and encrypting Personal Data;

10.5.3 ensuring confidentiality, integrity, availability and resilience of its systems and services;

10.5.4 ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

10.5.5 regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it.

10.6 For the purposes of this clause:

10.6.1 Data Protection Legislation includes the General Data Protection Regulation (EU) 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales by virtue of the European (Withdrawal) Act 2018 and any national implementing laws, regulations and secondary legislation including but not limited to the UK’s Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation; and

10.6.2 capitalised terms used in this clause and not otherwise defined in this Agreement shall bear the meaning given to them in the Data Protection Legislation.

11. Liability and indemnity

11.1 Nothing in this Agreement shall limit or exclude Heartstyles’ or the Accredited Associate’s liability for death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors, or fraud or fraudulent misrepresentation.

11.2 Subject to clause 11.1:

11.2.1 neither Party to this Agreement shall have any liability to the other Party, whether in contract, tort (including but not limited to negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this Agreement; and

11.2.2 Heartstyles’ total liability to the Accredited Associate, whether in contract, tort (including but not limited to negligence) breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to £2,500.

11.3 Notwithstanding clause 11.2, the Accredited Associate shall indemnify Heartstyles in full against all liabilities, costs, expenses, damages and losses (including but not limited to 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 Heartstyles arising out of, or in connection with the Accredited Associate’s breach of clause:

11.3.1 2.1 (quality of service provision);

11.3.2 7.1 (brand reputation);

11.3.3 8 (Confidential Information);

11.3.4 9 (Intellectual Property); and

11.3.5 10 (Data Protection).

12. Termination

12.1 Without limitation either Party may terminate this Agreement:

12.1.1 if either Party is in breach of any obligation set out in this Agreement and such breach is not remedied within seven days of either parties’ written notice of such breach; or

12.1.2 by giving at least thirty (30) days’ written notice to the other Party before the expiry of the Initial Term or relevant Renewal Period on which the notifying Party wishes termination of this Agreement to take effect.

12.2 Heartstyles may at any time terminate this Agreement with immediate effect and with no liability to make any further payment to Accredited Associate (other than in respect of any accrued fees or expenses at the date of termination (the “Termination Date”) if the Accredited Associate:

12.2.1 challenges the use, application for registration, registrations or renewals of Heartstyles’ Intellectual Property Rights, or anything similar thereto (including but not limited to the Intellectual Property Rights of Heart Brands UK Ltd);

12.2.2 fails to meet the Accreditation Requirements of Tier 1;

12.2.3 breaches any of the requirements at clause 2.6 (licences, permissions, authorisations and insurance) or 7.1 (brand reputation);

12.2.4 is in material breach of any of its obligations under this Agreement;

12.2.5 is more than three months overdue on any invoice payable to Heartstyles; or

12.2.6 other than as a result of illness or accident, after notice in writing, wilfully neglects to provide or fails to remedy any default in providing the Services.

12.3 Termination of this Agreement does not affect the operation of any provisions of this Agreement to the extent to which they confer rights or impose obligations upon the parties which are exercisable or enforceable after the Termination Date, and such provisions will to that extent continue to be in full force and effect. The termination of this Agreement does not prejudice any rights which have accrued to the parties before the Termination Date.

12.4 On termination the Accredited Associate shall co-operate with Heartstyles in connection with the transition and migration of any client information, documentation, agreements and relationship to Heartstyles, such that there is a seamless transition of the responsibility of providing the Services from the Accredited Associate to Heartstyles.

13. Notice

13.1 All notices to be given under this Agreement by either Party to the other shall be in writing, by post or by email. For evidence of such notice, either a response to an email by the other Party or sending the same by registered post or recorded delivery to the last known address of the other Party. Any receipt issued by the postal authorities shall be conclusive evidence of the date of posting of any such notice.

14. General Terms

14.1 Nothing in this Agreement, whether express or implied, is to be construed as constituting a relationship of employer and employee, franchisor and franchisee, partnership or joint venture between the parties. The Accredited Associate is an independent contractor and is not an employee of Heartstyles.

14.2 If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, and that the remainder of this Agreement shall remain valid and enforceable.

14.3 The Accredited Associate may not assign this Agreement or otherwise transfer any rights or obligations except with the prior written consent of Heartstyles.

14.4 Despite anything else contained in this Agreement, neither Party will be liable for any delay in performing its obligations under the Agreement if that delay is caused by events or circumstances beyond a Party's reasonable control and the Party affected will be entitled to a reasonable extension of time for the performance of its obligations.

14.5 A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.6 This Agreement and its appendices constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.7 Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

14.8 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.9 The construction, validity and performance of this Agreement shall be governed in all respects by English law, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

APPENDIX 1

DATA PROCESSING

1 DATA PROCESSING

1.1 Scope: enabling Accredited Associates to provide the Services to their clients.

1.2 Nature: Access to Heartstyles’ results (applicable client programs only) as downloadable Adobe PDF documents through the granting of the relevant digital rights and permissions via the Heartstyles Indicator Web Application (heartstylesapp.com). Should the Accredited Associate, or their employees, act as campaign administrators, the nature of data processing would also include access to campaign configuration and setup, which could contain demographic data supplied by the client/client organization.

1.3 Types of Personal Data: name, email address and Heartstyles Indicator results, as well as any demographic data supplied by the client or client organization for the purposes of campaign setup and administration.

1.4 Categories of Data Subject: clients and employees of the Accredited Associate.

1.5 Purpose: enabling Accredited Associates to deliver the Services, including Heartstyles results pertaining to surveys completed by clients and/or client organizations.

1.6 Duration: the duration of this Agreement.

APPENDIX 2

ACCREDITATION REQUIREMENTS:

Active participation in Heartstyles academy development.
Active participation in four Heartstyles academy group indicator coaching sessions.
Providing Services (in the form of delivery of a Heartstyles program) using the Heartstyles Indicator at least twice in any consecutive 12-month period.
Providing Services (in the form of coaching a minimum of two individuals on how to use the Heartstyles Indicator) to at least two clients in any consecutive 12-month period.

Use at least 50 Heartstyles Indicators (3-packs) with clients.

HEARTSTYLES MATERIALS ACCESS:

Make available the Heartstyles tool box of generic tools and processes, as follows:

2.3 The above attributions apply to any Heartstyles materials and models presented in the Leading with Heart program including but not limited to: S+T=B; the Brain neuroscience; Crossing Over and other activities.