These Terms and Conditions, together with any Schedules (the “Terms”) are made and entered into on the Effective Date by and between Dr Kate Tomas and the individual or entity countersigning the Schedule which references these Terms (“Client”). These Terms constitute the agreement between the parties (collectively referred to as the "Agreement").

It is agreed as follows:

1 Services

1.1 Dr Kate Tomas will provide to Client the Services set out in Schedule 1

2. Payment Terms

2.1 Client shall pay to Dr Kate Tomas the Fees set forth in Schedule 1 in accordance with this clause 2.

2.2 Dr Kate Tomas will invoice Client for the applicable Fees in accordance with the time table set out in Schedule 1.

2.3 Client shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice within ten (10) days of the date of the invoice in the currency specified in the invoice.

2.4 All amounts and Fees stated or referred to in the Agreement are exclusive of all Taxes.

2.5 If Dr Kate Tomas has not received payment for any invoices by the due dates and without prejudice to any other rights and remedies of Dr Kate Tomas, Dr Kate Tomas may:

a. disable Client’s password, account and access to all or part of the Services and/or suspend the provision of Services and Dr Kate Tomas shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

3 Confidentiality

3.1 You may be given access to information in whatever form relating (but not limited to): information that you obtain from Dr Kate Tomas in connection with the provision of the Services which, when provided by Dr Kate Tomas to you: a) is clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) is disclosed orally or visually, identified as Confidential Information at the time of disclosure; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure (“Confidential Information”).

3.2 You will hold Dr Kate Tomas’s Confidential Information in confidence and, unless required by law, not the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the Confidential Information to which you have access is not disclosed or distributed in violation of the terms of the Agreement.

4 Intellectual Property

4.1 Dr Kate Tomas owns all intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such right (“Intellectual Property Rights”) and all other rights in the the imagery and such other content (such as copy) of Dr Kate Tomas provided to Client during the provision of the Services (“Content”). Nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in any Content to you or to any other person.

4.2 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Content.

4.3 Dr Kate Tomas grants Client a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to the Content for private personal use for the duration of this Agreement.

5 Liability

5.1 The Services are not a substitute for professional (including but not limited to, medical and financial) advice, diagnosis or treatment. Dr Kate Tomas does not guarantee any specific results through the Services nor that all clients will achieve the same results.

5.2 Nothing in this clause 5 shall limit Dr Kate Tomas’s liability for death or personal injury caused by Dr Kate Tomas’s negligence, fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

5.3 Dr Kate Tomas shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and Dr Kate Tomas providing the Services.

5.4 Dr Kate Tomas shall have no liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement, or for any other reason howsoever arising.

6 Release

6.1 Client grants Dr Kate Tomas permission to the rights of its image, likeness and sound of its voice as recorded on audio or video tape during the provision of the Services to use in print and digital media formats including but not limited to print publications, websites, e-marketing, posters, banners, advertising, film, social media, teaching and research purposes.

7 Termination

7.1 This Agreement will commence on the Effective Date outlined in Schedule 1 and will terminate on the earlier:

a. the completion of Services; or

b. termination by Dr Kate Tomas after consultation with Client and agreement that there is not a good fit; or

c. termination by Dr Kate Tomas without prior written notice.

7.2 If This Agreement is terminated by Dr Kate Tomas Client will be released from payment of any future invoices.

a. there will be no refund of any fees already paid.

b. there will be partial refund of fees paid in full, corresponding to the length of time Client has received the services.

8.1 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of the parties.

8.2 Waiver. No failure or delay by a party to enforce or exercise any right or remedy under this agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this agreement shall not be deemed to be a waiver of any subsequent breach.

8.3 Entire agreement. This agreement 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. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement. Nothing in this clause 6.4 shall limit or exclude liability for fraud.

8.4 Cumulative remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

8.5 Third party rights. No one other than a party to this agreement shall have any right to enforce any of the terms under this agreement.

8.6 Assignment. Client shall not assign or deal in any other manner with any of its rights and obligations under this agreement without Dr Kate Tomas’s prior written consent.

8.7 No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

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

8.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including any non-contractual disputes and/or claims).

Schedule 1

PACKAGE 3 Spiritual Life Upgrade VIP program

Online content including PDFs, audio recordings and videos delivered weekly.

Access to weekly 45minute live masterclasses held on Zoom or Skype or any other video conferencing software.

Individual support in the form of questions asked publicly in the Facebook group ‘Questions for Kate thread’. Answers will be to the individual but visible for all members of the group. Client is entitled to ask a maximum of one question per week. Any further questions may be answered at the discretion of Dr Kate Tomas.

One half-day (3hour) session with Dr Kate over Zoom or Skype per month for the first 6 months (6 in total), then one 45 minute group session per month with Dr Kate over Zoom or Skype per month for the last 6 months (6 in total).

FEES:

GBP £22,000 if paid in full

GBP £24,000 if paid in 6 installments of £4,000

GBP £24,000 if paid in 12 installments of £2000