Heartstyles Certified Practitioner Terms

These Certified Practitioner Terms apply to between Heart Brands UK Ltd, trading as Heartstyles (“Heartstyles”) of Orion Gate, Guildford Road, Woking, Surrey, United Kingdom, GU22 7NJ and the individual named in the Certified Practitioner Agreement Cover Sheet ("Certified Practitioner" or "you"). The Certified Practitioner Agreement Cover Sheet and the Certified Practitioner Terms are referred to together as the "Agreement".

AGREED TERMS:

1. Certified Practitioner Certification

1.1 Holding a certificate as a Certified Practitioner ("Certified Practitioner Certificate") means that Heartstyles recognizes you as having trained to deliver the Services (as defined in clause 2.1.1) to the Company (as set out in the Certified Practitioner Cover Sheet) in accordance with the Heartstyles Vision.

1.2 Heartstyles' aim is to assist people in reaching their potential by identifying effective and ineffective behaviors and teaching a common language to enhance individual and group communication and to help people change their lives and develop their character (the "Heartstyles Vision").

1.3 By allowing you to deliver the Heartstyles Program as a Certified Practitioner, Heartstyles aims to preserve the quality and integrity of how the Heartstyles Program is delivered and enhance the learner experience.

1.4 This Agreement conditional on you continuing to hold your Certified Practitioner Certificate. To continue holding your Certified Practitioner Certificate, you must demonstrate to us on each anniversary of the date of your certification that you have met the certification criteria in the Cover Sheet ("Certification Criteria"). We may, at our discretion determine your status as a Certified Practitioner based on the Criteria.

2. Right to deliver the Heartstyles Program

2.1 In consideration of the mutual benefits to the parties under this Agreement, you:

2.1.1 are permitted on a non-exclusive basis to deliver leadership, culture, team and coaching projects and programs (the "Heartstyles Program") that include the Heartstyles online development tool (the “Heartstyles Indicator”) and subsequent processes and content (together the “Services”) in accordance with the license set out in clause 8.4; and

2.1.2 shall from time to time, provide the Services in such locations as reasonably required by the Company.

3. Obligations of the Certified Practitioner

3.1 For the duration of the Term (as set out in the Certified Practitioner Cover Sheet) you 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:

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

3.1.2 embrace the Heartstyles Vision and the Heartstyles brand and culture and work cooperatively with Heartstyles and its network of Certified Practitioners as reasonably required by Heartstyles from time to time.

3.2 The licenses granted to you under clauses 2.1.1 and 8.4 is conditional on you holding the Certified Practitioner Certificate.

3.3 The following restrictions apply to your provision of the Services:

3.3.1 Certified Practitioner cannot provide the Services to any entity or person other than the Company and the Company's personnel (unless a separate agreement has been entered into between Heartstyles and the Certified Practitioner);

3.3.2 Certified Practitioner cannot certify third parties looking to become Certified Practitioners, or any other form of certified Heartstyles representative unless otherwise authorized by a separate agreement with Heartstyles; and

3.3.3 Certified Practitioner cannot call upon other consultants or facilitators who are not Heartstyles Certified Practitioners to deliver Heartstyles programs, material, coaching or advice to the Company.

3.4 If the Certified Practitioner cannot provide the Services due to illness or injury they must notify the Company as soon as reasonably practicable.

3.5 The Certified Practitioner must:

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

3.5.2 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; and

3.5.3 comply with the guidelines set out in clause 4 ("Certification Guidelines").

3.6 Certified Practitioner warrants that it has in place, and will maintain throughout the Term:

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

3.6.2 If applicable and/or required by the Company), 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 10.3,

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

4. Certification Guidelines

4.1 In this context you agree to use your best endeavors as a Certified Practitioner:

4.1.1 to not disclose individual Heartstyles Indicator results to another party. All results are confidential to the direct party/parties involved, unless they have provided written permission;

4.1.2 to only use the Heartstyles Indicator and Materials in your capacity as an Heartstyles Certified Practitioner and to not represent yourself an employee, agent, partner or franchisee of Heartstyles at any time;

4.1.3 to maintain the highest confidentiality with Heartstyles Indicator results and reports, not speaking to others or making any comments about any details of individuals’ or group report results;

4.1.4 to take all reasonable steps to keep and store confidential Heartstyles Indicator reports and results out of public eye thoroughfare;

4.1.5 to ensure that reports are always kept within your sight when downloading and printing reports, so that strict confidentiality is maintained;

4.1.6 to destroy any Heartstyles Indicator results from your digital system. To agree to not keep any results on the company digital system;

4.1.7 to seek pre-approval by Heartstyles of any modification, variation, alteration or addition you may wish to make to the Heartstyles Materials;

4.1.8 to acknowledge as set out above, that the Heartstyles Materials and all rights in them are the exclusive property of Heartstyles and not to perform any act (for example, modify, duplicate, photocopy, reproduce) or claim any right contained in the Heartstyles Materials unless expressly authorized by Heartstyles;

4.1.9 to further acknowledge that any approved collaboration or addition made to the Heartstyles Materials remains the Intellectual Property of Heartstyles;

4.1.10 if requested by Heartstyles, to provide Heartstyles with information in order to maintain its research database. All information provided will be supplied and kept on a confidential basis;

4.1.11 to acknowledge that Heartstyles may make reasonable inquiries of all relevant third parties to allow Heartstyles to ascertain the level at which and whether these Certification Guidelines have been followed;

4.1.12 If requested by Heartstyles, to attend and undertake such further training programs as Heartstyles might require; and

4.1.13 to endeavor to live and model the Heartstyles Vision, to be an example of an Above the Line leader.

5. Heartstyles Responsibilities

5.1 Heartstyles shall provide the following to support the Certified Practitioner ’s provision of the Services:

5.1.1 provide support initially by introductory video;

5.1.2 provide the Certified Practitioner with marketing and promotional literature and the Heartstyles Materials as Heartstyles deems necessary to enable the Certified Practitioner to render its Services;

6. Attribution - Heartstyles’ brand and client feedback

6.1 The Certified Practitioner 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).

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

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

6.4 You agree to appropriately disclose and display on any associated Heartstyles Materials the following trademark logo and copyright words:

(Reprinted with permission from Heartstyles© - Heart Brands UK Limited)

The above attributions apply to any Heartstyles Materials and models presented in the Certification program including but not limited to:

· S+T=B; the Brain neuroscience; Crossing Over and other activities.

7. Confidential Information

7.1 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 7.2.

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

7.2.1 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

7.2.2 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.

7.3 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.

7.4 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 Certified Practitioner’s computer systems or other electronic equipment remain the property of Heartstyles (“Heartstyles' Property”). On the termination of this Agreement and/or if requested to do so during the duration of the Agreement, the Certified Practitioner must immediately return all Heartstyles' Property to Heartstyles in accordance with its instructions.

8. Intellectual Property

8.1 For the purposes of this Agreement, “Intellectual Property Rights” shall mean patents, rights to inventions, copyright and neighboring and related rights, trademarks 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.

8.2 All Intellectual Property Rights in the materials provided by Heartstyles to the Certified Practitioner (including without limitation in the Heartstyles Indicator any Heartstyles PowerPoint presentations, teaching models and methodology, website(s), reports, templates and any other document created and supplied by Heartstyles from time to time.) 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).

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

8.4 Heartstyles grants to the Certified Practitioner for the duration of this Agreement:

8.4.1 a non-exclusive, revocable license to refer to itself as a “Heartstyles Certified Practitioner” when providing the Services, and

8.4.2 to use the Heartstyles Intellectual Property Rights and Heartstyles Materials solely for the purpose of delivering the Services to the Company.

8.5 The Certified Practitioner 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”).

8.6 Where the Certified Practitioner wishes to use the Developments in order to deliver the Services, the Certified Practitioner must submit a copy of the Developments to Heartstyles for approval to use in such delivery.

8.7 The Certified Practitioner 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 Certified Practitioner 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 Certified Practitioner 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.

8.8 The Certified Practitioner agrees not to apply to register as a trademark, company name, domain name or anything else, the Intellectual Property Rights owned by or licensed to Heartstyles, or anything similar thereto.

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

9. Data Protection

9.1 Heartstyles will collect and Process information relating to the Certified Practitioner in accordance with its privacy notice made available via the Heartstyles website.

9.2 Certified Practitioner and Heartstyles acknowledge that if Heartstyles is the Controller and the Certified Practitioner is the Processor then the provisions of clauses 9.3 – 9.6 shall apply.

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

9.4 Certified Practitioner shall, in relation to any Personal Data Processed by it:

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

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

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

9.4.4 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;

9.4.5 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;

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

9.4.7 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;

9.4.8 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

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

9.5 Certified Practitioner shall ensure that it has in place appropriate technical or organisational measures, reviewed and approved by Heartstyles, to protect against unauthorised 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 unauthorised 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:

9.5.1 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);

9.5.2 pseudonymizing and encrypting Personal Data;

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

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

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

9.6 For the purposes of this clause:

9.6.1 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

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

10. Liability and indemnity

10.1 Nothing in this Agreement shall limit or exclude Heartstyles’ or the Certified Practitioner ’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.

10.2 Subject to clause 10.1:

10.2.1 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

10.2.2 Heartstyles’ total liability to the Certified Practitioner, 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.

10.3 Notwithstanding clause 10.2, the Certified Practitioner 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 Certified Practitioner ’s breach of clause:

10.3.1 3.1 (Quality of service provision);

10.3.2 4 (Certification Guidelines);

10.3.3 6.1 (Brand reputation);

10.3.4 7 (Confidential Information);

10.3.5 8 (Intellectual Property); and

10.3.6 9 (Data Protection).

11. Termination

11.1 Without limitation either Party may terminate this Agreement (and the licences contained within it):

11.1.1 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

11.1.2 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.

11.2 Heartstyles may at any time terminate this Agreement with immediate effect and with no further liability to the Certified Practitioner (the “Termination Date”) if the Certified Practitioner:

11.2.1 is no longer employed by the Company or the Certified Practitioner's employment of involvement with the Company ends;

11.2.2 ceases to hold its Certified Practitioner Certificate;

11.2.3 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);

11.2.4 breaches any of the requirements at clause 3.6 (licenses, permissions, authorizations and insurance) or 6.1 (brand reputation);

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

11.2.6 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.

11.3 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.

11.4 On termination the Certified Practitioner may enter into a separate agreement with Heartstyles to continue providing the Services to another company, on agreement between the Parties.

12. Notice

12.1 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.

13. General Terms

13.1 In the event of a conflict between the Certified Practitioner Terms and the special terms in the Certified Practitioner Agreement Cover Sheet, the special terms in the Certified Practitioner Agreement Cover Sheet shall take precedence.

13.2 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 Certified Practitioner is an independent contractor and is not an employee of Heartstyles.

13.3 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.

13.4 The Certified Practitioner may not assign this Agreement or otherwise transfer any rights or obligations except with the prior written consent of Heartstyles.

13.5 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.

13.6 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.

13.7 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.

13.8 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.

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

13.10 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 Certified Practitioners 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 Certified Practitioner, 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 organisation.

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 organisation for the purposes of campaign setup and administration.

1.4 Categories of Data Subject: clients and employees of the Certified Practitioner.

1.5 Purpose: enabling Certified Practitioners to deliver the Services, including Heartstyles results pertaining to surveys completed by clients and/or client organisations.

1.6 Duration: the duration of this Agreement.