Breathe To Thrive Terms & Conditions

1. INTERPRETATION

In these Terms and Conditions, the following definitions apply:

Breathe To Thrive: Földi Dominik E.V. a sole proprietorship with its registered office located at 9-13 C 5/15 Maros street, Szeged, 6721, Hungary.

Breathe To Thrive Product or Services (collectively referred to as ‘the Products and/or Services): the products and services offered by Breathe To Thrive.

Client: The person or company purchasing the Products and/or Services from Breathe To Thrive.

Commencement Date: the date that Breathe To Thrive commences provision of the Products and/or Services to the Client.

Conditions: terms and conditions as amended from time to time in accordance with clause 14.

Contract: the contract between Breathe To Thrive and the Client for the supply of Products and/or Services comprising of the Order and these Conditions.

Fees: the fees payable by the Client for the supply of the Products and/or Services in accordance with clause 4.

Order: the Client’s order for the Products and/or Services (and any subsequent ongoing Products and/or Services) as set out in the Order Form.

Order Form: Breathe To Thrive’s form which can be completed online, over the phone, or in person, which sets out the Fees and which incorporates these Terms and Conditions.

Service: the provision of and grant of access to the Breathe To Thrive Products and/or Services.

Privacy Policy means the policy (as updated from time to time) which can be found on the Breathe To Thrive Website at https://breathetothrive.com/privacy-policy identifying certain respective rights and obligations in respect of the personal data and privacy under the Contract.

Authorised Affiliates means, in respect of the Products and/or Services, the Affiliates of the Client (if any) in respect of those Products and/or Services.

Authorised Users means, in respect of the Products and/or Services, the users authorised by the Client to use those Products and/or Services in accordance with the Contract.

Client Data means all data (in any form) that is provided to Breathe To Thrive or uploaded or hosted on any part of any Products and/or Services by the Client or by an Authorised User.

Client Systems means all software and systems used by or on behalf of the Client, the Authorised Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Products and/or Services or that the Products and/or Services otherwise link, inter-operate or interface with or utilise (in each case whether directly or indirectly).

Protected Data means the information and data referred to in the Privacy Policy.

Services has the meaning of the software platform Breathe To Thrive provides to enable the Client to market to their customers and the database that the Client uses to store their customers details within.

2. BASICS OF CONTRACT

2.1. The Contract constitutes the entire agreement between the parties. The
Client acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of Breathe To Thrive which is not set
out in the Contract. These Conditions apply to the Contract to the exclusion of
any other terms that the Client seeks to impose or incorporate or which are
implied by trade, custom, practice or course of dealing.

2.2. Any sample materials, descriptive matter or advertising issued by Breathe To Thrive, and any descriptions of illustrations contained in Breathe To Thrive’s
website or brochures, are issued or published for the sole purpose of giving an
approximate idea of the Products and/or Services as offered by Breathe To Thrive.
They will not form part of the Contract or have any contractual force. Breathe To Thrive is under a legal duty to supply goods that are in conformity with the
Contract.

2.3. Breathe To Thrive has the right to make any changes or alterations to the
nature, scope and content of the Products and/or Services, without notice to
the Client, at any time, provided these do not affect the nature of the
Products and/or Services.

2.4. Breathe To Thrive will supply the Products and/or Services to the Client
and Breathe To Thrive warrants to the Client that such Products and/or Services
have been prepared using reasonable care and skill. Breathe To Thrive provides no
guarantee that the Products and/or Services will provide any results for the
Client.

2.5. Breathe To Thrive will use reasonable endeavours to meet any dates in
relation to supporting the Products and/or Services (including but not limited
to dates for the Client to attend calls) but any such dates will be provisional
only and may be subject to change at the discretion of Breathe To Thrive, with no
liability attaching to Breathe To Thrive in respect of such changes.

2.6. Breathe To Thrive will have the right to make any changes to the support of
the Products and/or Services which do not affect their nature or quality
(including but not limited to: trainers and teachers, call lengths, session
lengths, session frequency, session type, session location, training type,
training location, venue location, coach allocated, Facebook group access and
content, training access and content).

2.7. The Client shall (and shall ensure all Authorised Affiliates and
Authorised Users shall) at all times comply with all applicable laws relating
to the use or receipt of the Products and/or Services, including laws relating
to privacy, data protection and use of systems and communications.

3. CLIENT’S OBLIGATIONS

3.1. The Client will: (a) ensure that all information given by the Client to
Breathe To Thrive is complete and accurate; (b) co-operate with Breathe To Thrive in
all matters relating to the Products and/or Services; (c) pay the Fees strictly
in accordance with the payment schedule set out in the Order or as otherwise
confirmed in writing or over the phone by Breathe To Thrive; (d) not use the
Products and/or Services or any content, data or information derived from the
Client’s use of the Products and/or Services for any purpose other than that
which has been expressly authorised under the Contract; (e) not use the
Products and/or Services for any unlawful purpose; and (f) permit Breathe To Thrive
to include information of video footage on its website highlighting any
benefits which the Client or Client’s business has obtained from the Products
and/or Services and in this regard, the Client hereby grants to Breathe To Thrive a
royalty-free, non-exclusive perpetual licence to use any intellectual property
rights of the Client for this purpose.

3.2. The Client, for itself and as trustee for any of its directors,
employees, agents, Authorised Affiliates, Authorised Users or similar,
undertakes to observe the obligations set out in clauses 3.1 to 3.7 (inclusive)
and shall fully indemnify Breathe To Thrive from and against all loss, damage,
costs and claims arising from its failure to adhere to those provisions or
otherwise to fulfil its obligations under the Contract.

3.3. Transmission of storage of any information, data or material in
violation of any law is prohibited. This includes, but is not limited to,
copyrighted material, material legally judged to be threatening or obscene, or
material protected by trade secret and other statute. The Client agrees to
indemnify, and hold harmless, Breathe To Thrive from any claims resulting from the
use of the Products and/or Services which damages the Client or any other
parties.

3.4. Spamming, or the sending of unsolicited emails, using an email address
or URL that is maintained on a Breathe To Thrive machine, or directing traffic to a
webpage that contains any reference to Breathe To Thrive is STRICTLY prohibited. Breathe To Thrive will be the sole arbiter as to what constitutes a violation of this
provision. This action will result in immediate termination of the Products
and/or Services without any refund to the Client and could be subject to legal
action by Breathe To Thrive against the Client. Any service interruptions as a
result of Client’s spamming will be billed to the Client at €100.00 per hour
until service is restored.

3.5. Importing or in any way using purchased leads with a Breathe To Thrive
account is strictly prohibited. If the Client has paid money, or in any way
purchased a group of pre-existing leads, these may not be used with Breathe To Thrive. Only people that have specifically requested information directly from
the Client may be emailed through Breathe To Thrive.

3.6. The Client is prohibited from transmitting on or through any of Breathe To Thrive’s platforms or servers, including but not limited to social media
platforms, any material that is (in Breathe To Thrive’s sole discretion) unlawful,
obscene, threatening, disruptive, abusive, libellous, hateful, that encourages
conduct which could constitute a criminal offence, that gives rise to civil
liability, that otherwise violates any national or international law, or that
involves the transmission of any pornographic or sex-related merchandise or
data.

3.7. The Client shall (and shall ensure all Authorised Affiliates,
Authorised Users or similar shall) at all times comply with all applicable laws
relating to the use or receipt of the Products and/or Services, including laws
relating to privacy, data protection and use of systems and communications.

4. FEES AND PAYMENT

4.1. The Fees for the Products and/or Services are detailed in the Order or
any agreement made in writing or over the phone between Breathe To Thrive and the
Client.

4.2. The Fees will be paid in full in accordance with the Order, written
confirmation from Breathe To Thrive, or any agreement made over the phone or with a
finance company in accordance with payment for the Products and/or Services.

4.3. All payments due to Breathe To Thrive under the Contract shall be made in
full without any deduction or any withholding. The Client will not be entitled
to assert any credit, set off or counterclaim against Breathe To Thrive against any
sum(s) owed.

4.4. In relation to payment by installments or a payment plan, payment shall
be made monthly on the same calendar day as the date of the Order or as
otherwise agreed in writing or over the phone between Breathe To Thrive and the
Client.

4.5. The Fees will remain payable by the Client notwithstanding any decision
to cease using the Products and/or Services and even if the Client does not
complete, access, attend or use the entire Products and/or Services.

4.6. Breathe To Thrive shall be entitled to continue processing payments for any
monies outstanding using any of the Client’s debit or credit card details
previously confirmed to Breathe To Thrive.

4.7. In the event of any payment due to Breathe To Thrive becoming overdue and
unpaid for more than 20 (twenty) days, Breathe To Thrive may, at its discretion,
suspend or withdraw the provision of the Products and/or Services, without
prejudice to any of its other rights as to termination.

4.8. Save as to the cooling off period set out at clause 5, the Contract is
non-cancellable and payment will be due by the Client regardless of whether the
Products and/or Services are used.

4.9. The Client acknowledges that they have signed or agreed to the Order
through their own choice without coercion or any lawful tactics from Breathe To Thrive and are fully responsible for their own decisions.

4.10. Breathe To Thrive reserves the right to instruct third party legal
representation should the Client fail to make payment in accordance with these
Conditions.

5. COOLING OFF AND RIGHT TO CANCEL

5.1. The Client has a limited period, referred to as ‘cooling off period’,
in which they may change their mind and cancel their contract with Breathe To Thrive.

5.2. The cooling off period will begin from the date of the Order and
continue for up to 5 days.

5.3. The Client must give written notice of their cancellation to Breathe To Thrive within the 5-day cooling off period.

5.4. The Client must supply written notice of the request to cancel by email
to [email protected].

5.5. If the Client exercises their right to cancel, the Product and/or
Services will be terminated.

5.6. If the Client does not request a refund within the cooling off period,
the Client is required to complete all remaining payments.

5.7 Breathe To Thrive reserves the right to consider refunds outside of the
rescission period. If a client has questions about the agreement outside of the
rescission period, they should submit her comments to [email protected].
The Client agrees not to request, advise, file a claim, or seek Client’s bank
or credit card company for a chargeback for consideration paid under this
Agreement. The Client agrees that any disputes that the Client may have with
respect to consideration paid hereunder must be addressed directly between the
Client and Breathe To Thrive. If a chargeback occurs, the Client shall have
materially breached the Terms and Conditions and shall forfeit all remaining
services that have not yet been performed under the Terms and Conditions. Breathe To Thrive shall have no further obligation to the Client. Further, the amount of
the chargeback shall be subject to a finance charge in the amount of one and
one-half percent (1 1⁄2%) per month until paid in full by the Client. Further, Breathe To Thrive shall be entitled to recover from the Client all damages, and reasonable
and necessary legal fees, and costs associated with pursuing collection and/or
recovery of the amount of the chargeback.

6. LIMITATION OF LIABILITY

6.1. Neither party shall be in breach of this Contract nor liable for delay
in performing, or failure to perform, any of its obligations under this
Contract if such delay or failure result from events, circumstances or causes
beyond its reasonable control including but not limited to acts of God; flood;
drought; earthquake or other natural disaster; epidemic or pandemic; terrorist
attack; civil war; civil commotion or riots; war; threat of or preparation for
war; armed conflict; imposition of sanctions; embargo; the breaking off of
diplomatic relations; nuclear, chemical or biological contamination or sonic
boom; any law or any action taken by a government or public authority,
including without limitation imposing an export or import restriction, quota or
prohibition; collapse of buildings, fire, explosion or accident; any labour or
trade dispute, strikes, industrial action or lockouts; and non-performance by
suppliers or subcontractors. In such circumstances the time for performance
shall be extended by a period equivalent to the period during which performance
of the obligation has been delayed or failed to be performed. If the period of
delay or non-performance continues for 6 months, the party not affected may
terminate this agreement by giving 14 days' written notice to the affected
party.

6.2. Breathe To Thrive will, under no circumstances, be liable to the Client
(whether in contract, tort (including negligence), breach of statutory duty, or
otherwise), for any indirect or consequential loss, special damages, or any
costs or losses attributable to loss of profits or opportunities arising from
or in connection with the subject matter of the Contract.

6.3. The maximum amount of damages payable by Breathe To Thrive to the Client in
respect of any and all liability (apart from that mentioned above), including
liability arising from negligence, under or in connection with the Contract
shall not exceed the amount paid by, or on behalf of, the Client to Breathe To Thrive for the preceding calendar month or calculated based on 1/12th of the
Fees in the preceding 12 months.

7. NON-COMPETE

The Client undertakes not to compete or seek to compete, either directly or
indirectly or in any other capacity whatsoever, with the business of Breathe To Thrive or in the provision of products or services directly competitive with any
aspect or part of the Products and/or Services, resulting in actual or
anticipated loss to Breathe To Thrive, to include as to its reputation.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. All intellectual property rights in, arising out of, or in connection
with, the Products and/or Services will be owned by Breathe To Thrive. Breathe To Thrive grants the Client a revocable, non-exclusive royalty-free licence to use
such rights only to the extent necessary to allow the Client to benefit from
the Products and/or Services but not further or otherwise and no other rights
or licences are granted. Any such rights arising from the Client’s use of the
Products and/or Services shall accrue to Breathe To Thrive and the Client shall be
deemed to have assigned any such rights to Breathe To Thrive, with Breathe To Thrive
authorised to act as its agent to execute any such transfer or other documents
giving effect to the same.

8.2. The Client, Authorised Users and Authorised Affiliates may be able to
store or transmit Client Data using the Products and/or Services and the
Products and/or Services may interact with Client Systems. The Client hereby
grants a royalty-free, non-transferable, non-exclusive licence for the Client
(and each of its direct and indirect sub-contractors) to use, copy and other
otherwise utilise the Client Data and Customer Systems to the extent necessary
to perform or provide the Products and/or Services or to exercise or perform Breathe To Thrive’s right, remedies and obligation under the Contact.

9. DATA AND INFORMATION

9.1. Protected Data shall, at all material times, remain the property of the
Client or its licensor.

9.2. Except to the extent Breathe To Thrive has direct obligations under data
protection and other applicable laws, the Client acknowledges that Breathe To Thrive has no control over Protected Data hosted as part of the provision of the
Products and/or Services and may not actively monitor or have access to the
content of Protected Data. The Client shall ensure (and is exclusively
responsible for) the accuracy, quality, integrity and legality of Protected
Data and non-personal data and that its use (including use in connection with
the Products and/or Services) complies with all applicable laws.

9.3. If Breathe To Thrive becomes aware of any allegation that Protected Data or
non-personal data may not comply with the Contract, Breathe To Thrive shall have
the right to permanently delete or otherwise remove or suspend access to any
Protected Data or non-personal data which is suspected of being in breach
and/or disclose Protected Data or non-personal data to law enforcement
authorities (in each case without the need to consult the Client). Where
reasonably practicable and lawful, Breathe To Thrive shall notify the Client before
taking such action.

9.4. Breathe To Thrive shall have the right to suspend the Products and/or
Services at any time, and for any reason, without notice. The Client accepts
and acknowledges that the Products and/or Services can be withdrawn or may be
unavailable due to technical and other issues, or as a result of updates,
maintenance or similar circumstances. If such a suspension or withdrawal is to
last more than 30 days, the Client will be notified as to the reason.

10. CONFIDENTIALITY AND SECURITY OF DATA

10.1. Breathe To Thrive shall maintain the confidentiality of Protected Data and
shall not, without the prior written consent of the Client, and in accordance
with the Contract, disclose Protected Data other than as necessary for the
performance of the Products and/or Services, the express rights and obligations
under the Contract, or as required by law.

10.2. Breathe To Thrive will disclose Protected Data only to those of its
officers, employees, agents, contractors and direct and indirect
sub-contractors to whom, and to the extent to which, such disclosure is
necessary for the purposes contemplated under the Contract or as otherwise
reasonably necessary for the provision or receipt of the Products and/or
Services.

10.3. In order to promote and respect the confidentiality of all clients and
intellectual property the Client understands that the Products and/or Services,
now and in the future, are limited to people who have registered in the
respective training. In consideration of, and as a condition for permitting the
Client to participate in the Products and/or Services, the Client agrees to not
publish, broadcast, disclose, communicate to the public, or assist another to
do the same in respect of, the identity, likeness or actual or paraphrased
comments of anyone who participates, leads, assists or is otherwise involved in
the Products and/or Services.

11. WARRANTIES

Breathe To Thrive gives no warranties of any kind, whether express or implied,
for the Products and/or Services it provides under the Contract. Breathe To Thrive
also disclaims any warranty of merchantability or fitness for a particular
purpose. This includes loss of data resulting from delays, non-deliveries,
mis-deliveries, or interruptions to the Products and/or Services caused by Breathe To Thrive’s negligence or the Client’s errors or omissions. Use of any information
obtained via Breathe To Thrive is at the Client’s own risk. Breathe To Thrive makes no
warranty, whether express or implied, as to the accuracy of quality of
information obtained through its Products and/or Services.

12. ASSIGNMENT AND SUB-CONTRACTING

The Client will not, without the prior written consent of Breathe To Thrive,
assign, transfer, charge, sub-contract or deal in any other manner with all or
any of its rights or obligations under the Contract. For the avoidance of
doubt, the Client will not share the Products and/or Services or any content,
data or information derived from the Client’s use of the Products and/or
Services with any third party without the prior written consent of Breathe To Thrive, which may be withheld.

13. WAIVER

A waiver of any right under the Contract is only effective if it is in
writing and will not be deemed to be a waiver of any subsequent breach or
default.

14. VARIATION

Except as set out in these Conditions, any variation including the
introduction of any additional terms and conditions, to the Contract will only
be binding when agreed in writing between the Breathe To Thrive and the Client.

15. APPLICABLE LAW

15.1. Any dispute of legal issue arising from the Conditions will be determined by the law of Hungary and considered exclusively by the Hungarian courts.

15.2. Each of the paragraphs referred to in the Conditions shall be
severable and distinct from one another and, if at any time, more and more of
such provisions become invalid, illegal or enforceable, the validity, legality
and enforcability of the terminating paragraphs shall not in any way be
affected or impaired by this.

16. CLIENT CONFIDENTIALITY AGREEMENT

16.1. The Products and/or Services are limited to people who have registered
for the Products and/or Services.

16.2. The Client will not publish, broadcast, disclose, communicate to the
public, or assist another to do the same in respect of, the identity, likeness
or actual or paraphrased comments of anyone who participates, leads, assists or
is otherwise involved in the Products and/or Services.

16.3. The Client recognises that any breach of confidentiality may cause Breathe To Thrive and/or other clients irreparable and substantial harm even though it may
be impossible to ascertain the full monetary extent of their financial loss.

16.4. Nothing in this Contract is intended to limit the Client from sharing
their experience of the Products and/or Services with anyone.

16.5. Nothing in this Contract is intended to limit Breathe To Thrive from
sharing results and any testimonials (written or by video) in relation to the
Products and/or Services, for any reason (including to promote the business of Breathe To Thrive) with anyone by any means.

17. COMPLAINTS

17.1. Breathe To Thrive is committed to providing high quality Products and/or
Services.

17.2. Breathe To Thrive has a written complaints procedure in place to ensure
that all complaints are handled fairly and promptly. A copy of Breathe To Thrive’s
complaints procedure can be obtained upon request.

18. GENERAL

18.1. Breathe To Thrive reserves the right to alter or cancel published dates
and change venues without any liability whatsoever.

18.2. Breathe To Thrive reserves the right to make changes to the programs,
services, products, speakers or venue should that be necessary.

18.3. From the date the contract commences, any behaviour displayed by the
Client that Breathe To Thrive deems as disruptive, disrespectful, threatening,
abusive or untenable in anyway (to the sole discretion of Breathe To Thrive),
either in person, via email, via social media or any other forms of means of
communication, either directed at Breathe To Thrive, Breathe To Thrive’s other clients,
Breathe To Thrive team members or associates, may result in the Client being denied
access to all aspects of the Products and/or Services, including but not
limited to online support, Facebook groups, Skool groups, live events or
coaching calls. All remaining fees would remain payable and any monies for the
Products and/or Services will be non-refundable.

18.4. The Client agrees that Breathe To Thrive has not made any promise,
guarantee, or other representation with respect to the Client’s future incomes
or gains resulting from the provision of the Product and/or Service, and that
the Client has not been induced to enter the Contract as a result of any
alleged promise, guarantee or representation.

18.5. These Conditions supersede any previous arrangement with your
concerning their subject matter.